The Securities and Exchange Commission (SEC) announced yesterday that Panthongtae Shinawatra had violated the law in failing to report his Shin Corp shareholding on September 1, 2000, as well as his sale of Shin stock on September 9, 2002.

The following are details of Panthongtae's share sales and purchases, indicating three violations of the Securities and Exchange Act, as chronicled by the SEC:

On February 22, 2000, Panthongtae was director of Ample Rich Investments, which held 11.88 per cent of Shin Corp. This made Ample Rich the same "party" as Panthongtae in terms of Article 258 of the act. However, he did not need to report to the SEC in accordance with Article 246 as he had not obtained Shin shares directly.

On September 1, 2000, Panthongtae purchased 24.99 per cent of Shin from his father, Prime Minister Thaksin Shinawatra, and his mother, Pojaman. Because of this transaction, Panthongtae was under Article 246 required to report to the SEC his shareholding of Shin shares via Ample Rich - the same party as Panthongtae. However, he violated the law by failing to report to the SEC.

In addition, with his direct holding of an additional 24.99 per cent of Shin shares from this transaction, and his indirect holdings of 11.21 per cent via Ample Rich - a combined stake of 36.2 per cent - Panthongtae was required to conduct a tender offer for the remaining Shin stock, in accordance to Article 247.

But he violated the law by failing to conduct the tender offer - his second violation.

On December 1, 2000, Panthongtae purchased a 100 per cent share of Ample Rich from Thaksin. However, since Ample Rich had been the person of Panthongtae since February 22, 2000, he did not need to report anything to the SEC.

On February 7, 2001, Panthongtae purchased an additional 22 shares of Shin, but this did not materially affect his shareholding in the company. Therefore, he was not required to report the transaction to the SEC.

On September 9, 2002, Panthongtae sold 12.5 per cent of Shin to his sister, Pinthongta Shinawatra.

This reduced his direct holding from 24.99 per cent to 12.49 per cent. He reported the share sale to the SEC the same day. However, the report was not correctly made as it indicated only his direct holding in Shin, and not his indirect holding via Ample Rich. His combined direct and indirect shareholding after the share sale had declined from 36.2 per cent to 23.7 per cent.

This was a violation of Article 246.

On May 17, 2003, Panthongtae sold 2.49 per cent of Shin stock to Pinthongta, thus reducing his overall stake from 23.7 per cent to 21.21 per cent. He was not required to report this sale.

On May 16, 2005, Ample Rich raised its capital from US$1 (Bt40) to $5, with Pinthongta as the purchaser. This resulted in the shareholding proportion of Panthongtae and Pinthongta in Ample Rich changing to 80 per cent and 20 per cent, respectively. They were not required to report this to the SEC as Ample Rich is not listed on the Stock Exchange of Thailand.

On January 20, 2006, Ample Rich sold 10.97 per cent of Shin stock, of which a 5.49-per-cent stake was bought by Panthongtae. This meant his direct and indirect shareholding of Shin shares had declined from 20.77 per cent to 15.29 per cent. Panthongtae was required to report this to the SEC under Article 246 to indicate the shareholding of Ample Rich - the same party as Panthongtae - in Shin Corp.

He duly reported to the watchdog on January 23. However, he failed to report the shareholding of Ample Rich and incorrectly indicated how he had obtained the shares. At first, he indicated that he bought Shin shares from Ample Rich via the Stock Exchange of Thailand, but in fact the deal was conducted outside the bourse.

Later, he was required by the SEC to correct his reports, which he did on January 30.

On January 23, Panthongtae sold his remaining 15.29-per-cent stake in Shin to Temasek Holdings group. He reported the sale to the SEC on the same day.

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Pinthongta off the hook

The Securities and Exchange Commission (SEC) yesterday exonerated Prime Minister Thaksin Shinawatra's daughter, Pinthongta, from all suspicion concerning Shin Corp's share deals.

The chronology of Pinthongta's share transactions, according to the SEC's statement, is as follows:

September 9, 2002: Pinthongta bought a 12.5-per-cent stake in Shin Corp from her brother, Panthongtae Shinawatra, and submitted a 246-2 form (change in major shareholders of listed companies) to the SEC on that date.

May 17, 2003: Pinthongta bought an additional 2.49-per-cent stake in Shin from Panthongtae, raising her shareholding to 14.98 per cent. She was not required to report such a change.

May 16, 2005: She purchased capital increased shares in Ample Rich Investments. She then held 20 per cent in Ample Rich, which at that time owned 10.99 per cent of Shin Corp, and became the company's director. (Pinthongta directly and indirectly held 14.68 per cent + 10.99 per cent, respectively = 25.67 per cent of Shin Corp.) Based on Pinthongta's and Ample Rich's documents, the SEC concluded that she had not broken articles 246 and 247 of the Securities and Exchange Act because the increase in her holding did not result from directly buying Shin's shares. However, Ample Rich's proportion was later added to her holding, in compliance with Article 258.

January 20, 2005: Ample Rich sold a 10.97-per-cent stake in Shin to Panthongtae and Pinthongta. Pinthongta at that time bought 5.49 per cent in Shin from Ample Rich and this resulted in a decline in her direct and indirect holding in Shin - from 25.64 per cent to 20.15 per cent. Pinthongta filed a 264-2 form with the SEC on January 23, 2006, and an amended 264-2 form on January 30.

Her holding in Shin decreased from 25.67 per cent on May 16, 2005 to 25.64 per cent due to Shin warrant exercise.

January 23, 2006: Pinthongta sold her 20.15-per-cent stake in Shin to Temasek Holdings. She submitted a 246-2 filing on that day.