Bangkok, October 3, 2014 ? Earlier, Adamas Incorporation Plc. (ADAM) notified the resolution of the Extraordinary General Meeting of Shareholders No. 2/2014 dated September 25, 2014 that shareholders proposed additional agenda on purchasing shares of KITHA Properties Co., Ltd. (KITHA) at the price not exceeding 800 million baht. The agenda was considered and approved at the meeting.
As the purchase of KITHA shares is classified as acquisition of significant asset and related party transaction, the shareholders? resolution alone was unable to satisfy the requirements under regulations under the Securities and Exchange Act 1992 (SEA). Under the SEA, other than shareholders? approval, ADAM board of directors has the duty to comply with the Act which prescribes that acquisition or disposal of significant assets must be considered by the board of directors. In addition, information on the transaction must be disclosed in the notice calling for shareholders? meeting along with opinion of independent financial advisor to provide investors, in advance, with complete information and thus enable their prudence decision-making.
The SEC therefore notified ADAM board of directors to provide clarification on the purchase of KITHA shares approved by shareholders? resolution. The clarification must include information concerning board of directors? roles in the said agenda at the shareholders? meeting as well as each director? opinion for further consideration on each director ?s performance under the SEA.
With respect to this transaction, the SEC closely coordinates with the Stock Exchange of Thailand (SET) in support of the SET?s action regarding rules on backdoor listing to protect shareholders and ensure the orderly market.