On 25 December 2023, the SEC issued a letter to NUSA’s Board of Directors regarding their resolution, passed on 7 December 2023, to sell the company’s six assets for a total amount exceeding 11 billion baht, and to authorize NUSA’s Executive Board to consider the sale conditions for each asset. On 28 December 2023, NUSA informed the SEC that the company had not yet entered into any contracts to sell the aforementioned assets and that any future sale of these assets would be executed in compliance with the governing regulations. Later on 19 January 2024, NUSA notified the exercise of the legal execution right of KPN Energy (Thailand) Co., Ltd through the SET Electronic Listed Company Information Disclosure System. This obligation prompted NUSA to protect the rights of its shareholders by filing a petition with the Southern Bangkok Civil Court, Black Case No. Por 101/2567, dated 18 January 2024. The petition sought the Court’s order to revoke a share swap contract whereby NUSA shareholders would become WEH shareholders, and the existing WEH shareholders would become NUSA shareholders.  

After considering the clarifications submitted by NUSA, the SEC identified ambiguity in various reasonings. For example, the necessity behind the sale of such assets, the company’s liquidity position, the availability of adequate funds for debt repayment, and future action plans related to the sale of the aforementioned assets. Moreover, the backgrounds surrounding NUSA’s petition for the Court’s revocation of the share swap contract with WEH shareholders remained unclear, with anticipated potential impacts on NUSA and its shareholders. Given these uncertainties, the SEC views that this case could affect the interests of securities holders or the investment decision making of investors. Therefore, by virtue of Section 58 of the Securities and Exchange Act B.E. 2535 (1992) (SEA), the SEC has instructed NUSA to clarify the following matters:  

1. The action plan for NUSA to support liquidity or the ability to repay debts of approximately 4,025 million baht within next year. This includes methods of examining or supervising NUSA Executive Board’s consideration of the sale of each project's assets that aligns with the company's policies and business strategies, aiming to maximize the company's benefits in accordance with the relevant regulations and laws as stipulated; 

2. The reason(s) why NUSA filed the petition with the Southern Bangkok Civil Court for the revocation of the share swap contract with WEH shareholders. This petition contradicts the information NUSA had previously disclosed through the SET Electronic Listed Company Information Disclosure System when NUSA planned to invest in WEH shares. It was stated that NUSA had stipulated that the legal status examination regarding the right of ownership in WEH shares of the seller was a prerequisite before entering into the transaction. Therefore, there is doubt about whether NUSA has complied with the aforementioned prerequisite conditions. Additionally, what could be the potential impacts on NUSA and its shareholders if the court issues an order to revoke the aforementioned transaction as per the petition filed by NUSA?

In addition, NUSA is required to update the developments of the action in response to the shareholders’ exercise of the right to call for an extraordinary general shareholders’ meeting  pursuant to Section 100 of the Public Company Limited Act B.E. 2535 (1992).   

NUSA is also required to submit the clarifications to the SEC together with supporting documents by 2 February 2024 and disclose such clarifications through the SET Electronic Listed Company Information Disclosure System as well.  

___________________________