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SEC advises ECL shareholders to exercise voting right on private placement of capital shares



Monday 23 May 2016 | No. 35 / 2016



Bangkok, April 20, 2016 ? The SEC is urging the shareholders of Eastern Commercial Leasing Public Company Limited (ECL) to thoroughly study the company?s proposed private placement to increase capital shares which would be considered a related transaction whereby the offer price is lower than the market price, and a waiver of tender offer to acquire all shares is requested, before exercising their rights at the annual general shareholders? meeting on April 26, 2016.

The private placement to Premium Financial Services Company Limited (PFS) at the amount of 25.50 percent of the total voting shares will be proposed for the shareholders? approval at the said meeting.

The offer price of 1.54 baht per share, making the approximate total of 313.52 million baht, is 24.14 percent lower than the market price. ECL will also seek the shareholders? approval for granting PFS a waiver of tender offer of ECL total shares as the board of directors views that the private placement will help to pay off all loans and expand ECL business.

PFS and ECL have agreed to enter into a business alliance contract whereby ECL is required to pay PFS a monthly compensation fee of 600,000 baht, accounting for the total expenses of 21.6 million baht. This is considered a related transaction as specified by the SEC regulations.

The independent financial advisor views that PFS?s offer price is considerably lower than the fair price, which may be considered as share-based payment of service fees. In addition, should the private placement is executed, the ECL share price would drop below the market price. Therefore, even though the overall terms and conditions and the need for business benefits and opportunities are justified, the independent financial advisor has recommended that the shareholders reject the proposed private placement.

In any case, the private placement must be approved by at least three fourths of the total voting shares of the attending shareholders, excluding the votes of the shareholders with a conflict of interest, and the rejection of the private placement agenga item requires at least 10 percent of the votes of the attending shareholders.












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Securities and Exchange Commission
Corporate Communication and Investor Service Department
Tel. (66)2033-9502-5 E-mail: press@sec.or.th
No. 35 / 2016 Monday 23 May 2016
SEC advises ECL shareholders to exercise voting right on private placement of capital shares


Bangkok, April 20, 2016 ? The SEC is urging the shareholders of Eastern Commercial Leasing Public Company Limited (ECL) to thoroughly study the company?s proposed private placement to increase capital shares which would be considered a related transaction whereby the offer price is lower than the market price, and a waiver of tender offer to acquire all shares is requested, before exercising their rights at the annual general shareholders? meeting on April 26, 2016.

The private placement to Premium Financial Services Company Limited (PFS) at the amount of 25.50 percent of the total voting shares will be proposed for the shareholders? approval at the said meeting.

The offer price of 1.54 baht per share, making the approximate total of 313.52 million baht, is 24.14 percent lower than the market price. ECL will also seek the shareholders? approval for granting PFS a waiver of tender offer of ECL total shares as the board of directors views that the private placement will help to pay off all loans and expand ECL business.

PFS and ECL have agreed to enter into a business alliance contract whereby ECL is required to pay PFS a monthly compensation fee of 600,000 baht, accounting for the total expenses of 21.6 million baht. This is considered a related transaction as specified by the SEC regulations.

The independent financial advisor views that PFS?s offer price is considerably lower than the fair price, which may be considered as share-based payment of service fees. In addition, should the private placement is executed, the ECL share price would drop below the market price. Therefore, even though the overall terms and conditions and the need for business benefits and opportunities are justified, the independent financial advisor has recommended that the shareholders reject the proposed private placement.

In any case, the private placement must be approved by at least three fourths of the total voting shares of the attending shareholders, excluding the votes of the shareholders with a conflict of interest, and the rejection of the private placement agenga item requires at least 10 percent of the votes of the attending shareholders.