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SEC requires POLAR clarifications and ordered ineffectiveness of PP capital increase approval



Monday 5 October 2015 | No. 107 / 2015



Bangkok, October 5, 2015 ? The SEC notified Polaris Capital Public Company Limited (POLAR) to submit and clarify all information within seven days as well as ordered the approval of POLAR capital increase via private placement (PP) to become ineffective until the SEC shall order otherwise. 

This follows POLAR?s announcement concerning (1) additional agenda of Extraordinary General Meeting (EGM) No.1/2015 and the postponement of meeting date, (2) amendment of record date and closing date for the right to attend EGM, (3) amendment of the issuance of transferable subscription right (TSR), (4) the issuance of POLAR-W4 and the issuance and offering of convertible debenture, and (5) allotment of 4,000 million PP capital increase shares. POLAR consequently proceeded these matters despite its unclear information disclosure. Moreover, it has not yet complied with the SEC and the Stock Exchange of Thailand (SET)?s previous orders requiring the company to disclose and clarify information on land purchase and capital utilization from previous PP capital increases.

The SEC therefore ordered POLAR to submit documents and clarify the information thoroughly within seven days and publicly disclose such information via the SET electronic disclosure system. Concurrently, the SEC ordered the approval of POLAR PP capital increase to become ineffective until the SEC shall order otherwise. Accordingly, POLAR must comply with relevant rules and regulations as well as submit information and clarify matters clearly and completely as specified by the SEC and the SET.

Information to be submitted and clarified by POLAR includes:
- Details of loan to be paid by new capital increase;
- Terms and conditions with investors entitled to allotment of PP capital increase shares;
- Minutes of POLAR board of directors? meeting that resolved to approve addition agenda of  EGM;
- Clarification of POLAR board of directors concerning capital increases in 2014-2015;
- Details, appropriateness, and criteria and method of the selection of four investors according to POLAR news release;
- Appropriateness and fairness to shareholders with regard to changes of EGM date, record date, book closing with subsequent effect to the rights to obtain TSR and POLAR-W4.