TIW – “Nathalin”…Backdoor!?

The selling of Thailand Iron Works Public Company Limited (TIW)’s shares of the major shareholder, “Mr. Prasit Kanchanasakdichi” (previously held 60.09%), under a big lot transaction accounting for 55.18%, has shocked many investors as Mr. Prasit just entered into the Voluntary Tender Offer in 2015.

 

What happened to TIW…?

 

“Miss Paleerat Panboonhom” was made in the Voluntary Tender Offer under the condition that Miss Paleerat must receive the intention to sell from “Mr. Pasit” accounting for 55.18% of Business’s total voting rights within the tender offer period.

 

“Mr. Pasit” is expected to gain a profit from this transaction of at least 120 million baht. In 2015, the offer price of TIW by him was ฿143/share, following the recent transaction, the offer price was up to ฿181/share. 

 

The “Panboonhom” family or also known as “Nathalin Group”, the owner of Prima Marine Public Company Limited (PRM) and Sea Oil Public Company Limited (SEAOIL), the companies which list on SET, and operates the 45-MW wind power plant through Winchai Company Limited. 

 

Interestingly, this transaction might pave a path for “Nathalin Group” to make its power plant business “Winchai” a back door listing instead of TIW…? 

 

It quite makes sense if Nathalin wants Winchai to be a back door listing as TIW’s core business has been experiencing a continuous loss. 

 

In 2016, TIW recorded a net loss of 64 million baht from a total revenue of 355 million baht. In 2017, the loss was 37 million baht and the revenue stood at 345 million baht. In 2018, made a turnaround to book a profit of 38 million baht with a total revenue of 516 million baht. But later in 2019, TIW turned to book loss again, reporting a net loss of 5 million baht, while revenue was 409 million baht. For the 2Q20, TIW recognized a net loss of 82 million baht from a total revenue of 131 million baht.

 

The key term of the transaction said that a year after the completion of the Voluntary Tender Offer, if “Miss Paleerat” considers that TIW Industry Company Limited ( TIWI), subsidiary of TIW, has unsatisfied profits or cannot deliver benefits to Business or shareholders, “Miss Paleerat” has a right to require the seller to buy all shares of TIWI within 1 year after the Voluntary Tender Offer date and will convert the company to fully operate renewable energy business.

 

TIW may announce a capital increase in order to exchange with the Winchai’s shares of 26.25% held by “Miss Paleerat”.

 

At first glance, it seems like TIW had taken over “Winchai”,…but now “Winchai” is likely to be a major shareholder of TIW…