UPA shareholders urged to vote at extraordinary meeting
The Securities and Exchange Commission (SEC) has urged shareholders of United Power of Asia (UPA) to exercise their voting rights at the extraordinary shareholders' meeting on Friday when the company proposes to decrease the purchase of shares of Andaman
UPA was formerly named CyberPlanet Interactive (CYBER).
The proposal was a result of UPA’s indication that the company was unable to obtain 100 per cent of APU’s shares.
UPA’ board of directors agreed that the transaction will be beneficial as well as enhance UPA’s business competitiveness and performance.
A temporary 6-20-megawatt power plant has already generated and sold electricity since June 17,2015 2015, while there is no difference of management control in APU.
Nonetheless, the independent financial adviser (IFA) confirmed its opinion that shareholders should not approve the proposal for various reasons:
APU’s share value is not reasonable, as it is higher than the IFA’s appraised value at the maximum of Bt219.56 million
The first purchase payment for the acquisition of APU’s shares from recent delivered electricity to Myanmar worth not more than Bt250 million is not reasonable, since it is higher than the IFA’s appraised value of Bt129.56 million.
The premium payment of not more than Bt90 million is not appropriate since the 150-200MW power plant project and the associated consignments remain uncertain while additional investment of Bt7.85 billion is needed, making the IFA unable to appraise the project value.
Various risks are associated with the acquisition of APU shares such as the risk of fines to the Myanmar government due to a delay in the start of the project from what was stated in the signed agreement.
Therefore, the SEC advises UPA shareholders to carefully study the information, exercise their rights to protect their own benefits and seek clarification or explanation from the company’s directors and executives so as to have sufficient information for their decision-making.
The transaction must be approved by at least three-fourths of the shareholders attending the meeting and eligible to exercise voting rights, excluding shareholders with an interest in the transaction.
