Earlier, RS disclosed the resolution of the board of directors and information related to the company’s transactions such as the disposals of a subsidiary and a business unit of another subsidiary to GIFT by accepting returns in cash and newly issued shares of GIFT. Additionally, RS will acquire existing GIFT shares from its related parties, i.e., a major shareholder by the name of Mr. Surachai Chetchotisak and a company related to him. Consequently, RS will hold 49.99 percent of GIFT shares and will offer newly issued shares to pay for the acquisition. This will result in Surachai holding more RS shares and he will seek an approval for a waiver of mandatory tender offer of securities at the shareholders’ meeting. 

After considering the matters above, the SEC is of the opinion that the rights and interests of RS shareholders or the investment decision making of investors are likely to be affected. Therefore, by virtue of Section 58 of the Securities and Exchange Act B.E. 2535 (1992) (SEA), the SEC has instructed RS to clarify the reasonableness of the said transactions as they may raise several issues. For example, potential conflicts of interest under the business structure between RS and GIFT, the possibility of a substantial increase in related party transactions, the potential cross-shareholding structure and the possible overlapping of independent directors or audit committee members. Moreover, RS must clarify the necessity and reasonableness as well as the factors used for setting the bid price of GIFT shares higher than the market price.

RS is required to submit clarifications and supporting documents to the SEC and disclose these clarifications via the Electronic Listed Company Information Transmission System of the Stock Exchange of Thailand (SETLink) by 13 November 2024.

The SEC is collaborating with the SET to monitor and examine this case. Any activity found liable to be an offense under the SEA will be subject to legal proceedings as deemed appropriate.  

Remarks:

- Acquisition of shares in Gift Infinite Public Company Limited, Disposals of investment in RS LiveWell Company Limited and a business under RS Mall Company Limited, Capital decrease, Capital increase, Issuance and offering of newly issued ordinary shares through private placement, Connected party transactions, Application for the waiver from the mandatory tender offer by virtue of the resolution of the meeting of shareholders (whitewash), and Calling for the extraordinary general meeting of shareholders No. 2/2024 

https://weblink.set.or.th/dat/news/202410/0705NWS151020242122060840E.pdf  

- Acquisition of shares in Gift Infinite Public Company Limited, Disposals of investment in RS LiveWell Company Limited and a business under RS Mall Company Limited, Capital decrease, Capital increase, Issuance and offering of newly issued ordinary shares through private placement, Connected party transactions, Application for the waiver from the mandatory tender offer by virtue of the resolution of the meeting of shareholders (Whitewash), and Calling for the extraordinary general meeting of shareholders No. 2/2024 (Revised): https://weblink.set.or.th/dat/news/202410/0705NWS301020241844520145E.pdf