Prinsiri, KPN in share swap deal
Prinsiri's board of directors has approved acquisition of a major stake in KPN Holding through a combination of share swaps and cash payment with total worth of Bt4.03 billion.
After the deal, KPN Holding will have a 30.57-per-cent stake in Prinsiri.
Prinsiri reported to the Stock Exchange of Thailand yesterday that it would purchase and accept the transfer of all assets, debts, rights and obligations, and encumbrances available to KPN Holding at the purchase price of Bt4.03 billion.
Before the share swap, KPN Holding will buy a 100-per-cent stake in its subsidiary KPN Group Corporation, a property arm of the group, that develops four new residential projects including the Capital Ratchaprarop – Vibha, the Capital Ekamai – Thonglor, the Diplomat Sathorn, and the Diplomat 39.
Then, Prinsiri will buy a major stake in KPN Holding, totalling 8 million ordinary shares at Bt504 per share worth Bt4.032 billion.
The transaction will be separated into a share swap worth Bt2.016 billion whereby Prinsiri will issue 960 million ordinary shares at par value of Bt1 by offering a price of Bt2.10 per share. The total price of the newly issued shares is Bt2.016 billion in the share swap with KPN Holding. The remaining Bt2.016 billion of the transaction will be in cash.
When the deal is complete, KPN Holding Co will hold a 30.57-per-cent stake in Prinsiri. As this is over the 25-per-cent threshold, KPN Holding would normally have to make a tender offer to minority shareholders. However, Prinsiri has asked the Securities Exchange of Commission to waive that requirement.
After the Prinsiri board’s approval of the deal, the company will take it to an extraordinary shareholders’ meeting for approval on August 28.
At the same meeting, the board will also ask the shareholders to approve two additional directors of the company, Krit Narongdej and Nuttawut Phowborom, who are representatives of KPN Holding, and give them signing authority.
Prinsiri, a listed property firm, recorded total sales of Bt601 million and net profit of Bt820,000 in the first quarter of this year. Its current major shareholder is the Kovitchindachai family.
After the deal, the company expects revenue of Bt2.6 billion this year, board secretary Chairat Kovitchindachai said.
