STEC and STPI’s Shareholders File Complaint to SEC on the Boards’ Wrongdoing
Shareholders of STEC and STPI filed a complaint to SEC on their own Boards for wrongdoing on the STIT acquisition.
The Board of Directors of Sino-Thai Engineering and Construction Public Company Limited (STEC) will convene a meeting regarding the status of purchasing the business of STIT Company Limited (STIT) from STP&I Public Company Limited (STPI), said the source.
According to the source who asked not to be named, the Boards are expected to terminate the deal with STPI for the acquisition of STIT, which has been approved by the company’s shareholders on November 27, 2021.
On September 8, 2021, minor shareholders of STEC and STPI submitted a complaint to the Securities and Exchange Commission of Thailand, requesting the committee to investigate the Board of Directors of STEC for fraudulent and violation of shareholder’s resolutions, as well as disclosing false information to shareholders and the public.
The incident came after the Board of Directors of STEC approved the acquisition of STIT on September 24, 2021, by way of acquisition of the entire 13,500,000 shares with the nominal par value of 10 baht each at the total purchase price of 674,487,000 baht or 49.962 baht per share, which will contain only operating assets including other related conditions from STPI amounting to 13,499,993 shares and from other four minority shareholders totaling 7 shares.
There were condition precedent for STPI as follows;
1) To dispose of its land under title deed no. 146558 with an area of 10-1-13.7 rais, located at Lam Luk Ka District, Pathum Thani Province, which is part of the business location of STIT, at the price of 63,762,350 baht.
2) STPI shall purchase all shares in STIT 2011 Co., Ltd., which is a subsidiary of STIT, at the price equal to the book value adjusted with estimated expenses relating to the legal consulting fee of 8 million baht and amount of tax refund to be received and/or the actual amount awarded from winning the case.
3) To negotiate with the financial institution for maintaining current financial facilities granted to STIT.
4) Within 30 days from sale completion date, the financial statements of both STIT and STIT2011 shall be made by adjustment of sale price based upon the agreed principle.
Nevertheless, STEC, on August 23, 2021, stated that the company has not done any agreement or signed any important document related to the transactions to maintain the most beneficial for the company.
STEC also acknowledged that there are some shareholders writing a letter to the company for following the transaction’s status, which STEC stated that the company will immediately inform shareholders if there is any progress.