Major shareholders from both sides of the alleged takeover dispute – Suthichai Yoon and Sermsin Samalapa, as well as News Network Corporation Plc and its allies, the new shareholding group – were prohibited by the new chairman from voting in the annual shareholders’ meeting to ensure fairness. NEWS was earlier known as Solution Corner (1998) Plc or SLC.
Suthichai resigned as NMG chairman so that the meeting could proceed without any accusations of bias. He was replaced by Nittimon Hastinra na Ayudhya, an outsider.
More than 1,500 minority shareholders participated in the voting and supported the current management team to continue with their work in a professional manner. Representatives of NEWS, who were prevented from attending the meeting, staged a noisy protest outside the venue. “It’s clear that we won the mandate to do our professional jobs,” said Duangkamol Chotana, NMG CEO said.
Nittimon said that as chairman he needed to defuse the escalating conflict between the NEWS group and the old shareholder group led by Suthichai, NMG’s founder, and Sermsin by barring them from voting at the meeting. He also removed from the agenda the reappointment of three NMG directors to ensure fairness to all sides.
“To maintain freedom and fairness to other stockholders,” Suthichai said.
Nittimon said Suthichai’s resignation was effective as of yesterday.
Nittimon also told the meeting that NMG would hold an extraordinary shareholders’ meeting to consider any important agendas, especially the reappointment of three new directors, if there was a clear decision that the new shareholders had “acted in concert”, an issue being investigated by the Securities and Exchange Commission (SEC).
“Acting in concert” covers actions that include buying of shares in the stock market by a group of persons or companies regardless of what relationships they have. Previously, NMG had urged the SEC and the Stock Exchange of Thailand to probe NEWS and allies as they allegedly collaborated to acquire more than 25 per cent of NMG shares without making an open tender offer.
“The shareholders can trust us. We only want to ensure that those who are eligible shareholders are able to exercise their voting rights, particularly for important agendas, said Nittimon.
A lawyer for NEWS, who failed to enter the meeting hall, questioned the transparency of the organisers, saying he would file police complaints against NMG executives for letting security guards block him from joining the meeting.
Meanwhile, NMG’s shareholders with majority votes approved payment of interim dividend at Bt0.028 per share, to be paid out on May 27.
The meeting also approved NMG’s operating results and the board of directors’ report for the year 2014 as well as approved issue of debentures to raise funds not exceeding Bt2.5 billion.
Among NMG’s major shareholders, Suthichai owns 10.01 per cent, Sermsin 5.28 per cent. NEWS 12.21 per cent, Polaris Capital 7.54 per cent and Siwasit Sainampueng 9.14 per cent.