Bangkok, April 27, 2015 ? The SEC urges shareholders of CyberPlanet Interactive Plc. (CYBER) to exercise voting rights, at the upcoming shareholders? meeting on April 30, 2015, on the company proposal to purchase outstanding and newly issued shares of Andaman Power and Utility Co., Ltd. (APU) totaling 3.4 million shares worth 340 million baht, to obtain concession to sell the power to Myanmar government. The independent financial advisor (IFA) viewed that the proposed transaction is not reasonable and the purchase price is higher than the fair value.

APU is undertaking a temporary 6-20 MW power plant project to generate and sell electricity from natural gas in Dawei, Myanmar with two year operation period, starting from June 26, 2014.  At present, however, it has not commenced commercial operation date (COD) within 2014. Furthermore, APU has entered into Memorandum of Agreement (MOA) with the Department of Electric Power of Myanmar to build, operate and transfer a 150-200 MW natural gas power plant in Dawei and must sign the Power Purchase Agreement (PPA) for 30 years with Myanmar government by 2014. Nowadays, APU is unable to sign the PPA or start the project.   

Due to the transaction is classified as a sizable related party transaction where major shareholder of CYBER-APU is the same person. The proposal is therefore subject to the approval of shareholders? meeting.  The CYBER Board of Directors and Audit Committee agreed that such transaction is appropriate and will provide an opportunity for CYBER to do business of selling electricity to Myanmar government. In addition, the agreement for the rental of gas engines and power purchase of the 6-20 MW power plant (PPA for 6-20 MW) has not expired despite the delay in COD. The CYBER Board of Directors therefore requested the shareholders to consider both risks and business opportunity.   

Nonetheless, IFA opined that the transaction is not reasonable and thus the shareholders should not approve it. IFA reasoned that (1) APU share value of 340 million baht is higher than 117.50 ? 118.69 million baht appraised as the fair value by Discounted Cash Flow approach; (2) payment for share premium is not appropriate since 150-200 MW power plant project and the PPA remain unclear and uncertain while additional investment of 7,850 million baht is needed, causing IFA unable to appraise the project value; (3) various risks associated with the transaction; such as the expiration of PPA for 6-20 MW  due to the delay in COD and APU may not obtain the concession as expected. 

Therefore, the SEC advises CYBER shareholders to carefully study the information, exercise their rights to protect their own benefits and seek clarification or explanation from the company directors and executives so as to have sufficient information for their decision-making.

The above transaction must be approved by shareholders with at least three fourths of the shareholders attending the meeting and eligible to exercise voting rights; excluding the interested shareholders.