SEC urges Grand Canal shareholders to study purchase proposal carefully

The proposal is for the company’s shareholders to approve the purchase of all the shares of BBTV Marketing Co, which owns six plots of land. After the acquisition, the company would direct BBTV Marketing, which would then be its subsidiary, to purchase a plot of land from CKS Holding Co.
The seven plots are located close to one of the company’s real-estate projects called Grand Rama 9.
Grand Canal’s board of directors has resolved that the transactions are appropriate and beneficial to the company and the cost is acceptable.
Since the transactions are material and the counterparty is Ratanarak Group, the company’s major shareholder, they are classified as related party transactions and acquisitions of assets requiring the approval of shareholders. The plan will be presented to shareholders for approval at their annual meeting on April 25.
Grand Canal’s independent financial adviser has advised shareholders not to approve the transactions on grounds that the price is inappropriate. The average price of the seven plots is Bt1.34 billion, which is Bt164 million to Bt236 million higher than the appraisals of Knight Frank Chartered (Thailand) at Bt1.17 billion and Nexus Property Consultants at Bt1.10 billion.
Based on the company’s disclosure via the Stock Exchange of Thailand, its audit committee agreed that the price was inappropriate and asked shareholders to study and consider all information including the financial adviser’s opinion.
The SEC recommends that shareholders study the information thoroughly and seek clarification by the company’s executives at the April 25 meeting so that they have sufficient information for decision-making.
The transactions require the approval of at least three-quarters of shareholders attending the meeting and entitled to vote, excluding those with a conflict of interest.