Bangkok, August 25, 2015 ? The SEC urges shareholders of United Power of Asia Plc. (UPA) to exercise voting rights, at the upcoming extraordinary shareholders? meeting on August 28, 2015, on the company proposal to decrease the purchase of shares of Andaman Power and Utility Co., Ltd. (APU) from 100%, worth 340 million baht, to not more than 75% where the payment shall be in proportion to the shares purchased.
The proposal to decrease the APU shares purchase was a result of UPA (formerly name CyberPlanet Interactive Plc. or former CYBER) indication that the company was unable to obtain 100% of APU shares. Therefore, UPA proposes the proposal for approval from shareholders? meeting to decrease such purchase proportion of APU shares to not more than 75%. The UPA Board of Directors agreed that such transaction will be beneficial as well as enhance UPA?s business competitiveness and performance. In addition, a temporary 6-20 MW power plant has already generated and sold electricity since June 17, 201, while there is no differences of management control in APU.
Nonetheless, the Independent Financial Advisory (IFA) confirmed its previous opinion that shareholders should not approve it. The IFA opined that (1) APU share value is not reasonable as it is higher that the IFA?s appraised value at the maximum varied of 219.56 million baht; (2) the first purchase payment for acquisition of APU shares from recent delivered of electricity to Myanmar worth not more than 250 million baht is not reasonable due to its higher than the IFA?s appraised value at 129.56 million baht. (3) The payment on premium at no more than 90 million baht is not appropriate since 150-200 MW power plant project and the associated consignments remain uncertain while additional investment of 7,850 million baht is needed, causing IFA unable to appraise the project value; (4) various risks associated with the acquisition of APU shares such as risk of fines payment to Myanmar government due to delay started of the project from it 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 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