GIFT disclosed the board of directors’ resolution and information about various transactions, such as the acquisition of a subsidiary of RS and a business unit of another RS subsidiary, which will be paid for in cash and GIFT newly issued shares. RS will seek a waiver for the mandatory tender offer through the shareholders’ resolution (whitewashing) at the Extraordinary General Shareholders’ Meeting. Additionally, RS will purchase existing GIFT shares from a major shareholder by the name Mr. Surachai Chetchotisak and a company related to him, which will result in RS holding 49.99 percent of GIFT shares.

The SEC is of the opinion that the above matters will affect the rights and interests of GIFT shareholders or the investment decision making of investors and therefore, by virtue of Section 58 of the Securities and Exchange Act B.E. 2535 (1992) (SEA), has instructed GIFT to clarify the followings:  

(1) The reasonableness of the transactions, which potentially result in (a) conflicts of interest within the business structure between RS and GIFT, (b) numerous related-party transactions, (c) the cross-shareholding structure, and (d) the overlapping independent directors or audit committee members. Additionally, a clarification is required regarding the necessity and reasonableness of the investments in RS's subsidiaries and assets with high cost while the valuation may not align with past financial statements;  

     (2) The opinion given to the shareholders on the reasonableness and overall benefits for the shareholders regarding RS’s request for a whitewash waiver for the mandatory tender offer.   

GIFT is required to submit the 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:

- Notification of the resolutions of the board of directors regarding the acquisition of assets from RS Public Company Limited and RS Mall Company Limited, and the capital increase for the purpose of offering newly issued ordinary shares through private placement to a related party, an application for the waiver of mandatory tender offer of securities by virtue of the resolution of the shareholders’ meeting (whitewashing), change of the company’s name and the calling for the Extraordinary General Shareholders’ Meeting No. 2/2024:   

https://www.set.or.th/en/market/news-and-alert/newsdetails?id=91563500&symbol=GIFT   

- Notification of the resolutions of the board of directors regarding the acquisition of assets from RS Public Company Limited and RS Mall Company Limited, and the capital increase for the purpose of offering newly issued ordinary shares through private placement to a related party, an application for the waiver of mandatory tender offer of securities by virtue of the resolution of the shareholders’ meeting (whitewashing), change of the company’s name and the calling for the Extraordinary General Shareholders’ Meeting No. 2/2024 (Revised):   

https://www.set.or.th/en/market/news-and-alert/newsdetails?id=91712900&symbol=GIFT