Finansa ordered to come clean

The Stock Exchange of Thailand yesterday insisted that Finansa Plc provide information concerning BFIT Securities' (BSEC) Bt298.5-million convertible debentures, as the disclosure of connected transactions also covers the subsidiaries of listed companies.
"The SET is considering whether Finansa's wholly owned subsidiary Finansa Securities' purchase and sale of BSEC's debentures are connected transactions," the statement said. The latest statement issued by the stock exchange came shortly after Finansa confirmed its stance of not disclosing the names of the buyers of the debentures. The company claims that disclosing confidential customer information would damage their relationship with clients, and that Finansa Securities might breach the Securities and Exchange Act if it submitted such information to Finansa. The SET on Monday asked Finansa to disclose information concerning the BSEC's convertible debenture transaction after it had found that Finansa Securities had both bought and sold the convertible debentures in a period less than two months. Moreover, the transaction occurred at the same time as its subsidiary Finansa Credit was submitting an application with the Bank of Thailand to establish a commercial bank by merging with Bangkok First Investment and Trust Plc, BSEC's parent firm. The application went nowhere and the planned merger eventually collapsed. The SET said that it required Finansa to confirm whether it had sold the BSEC's convertible debentures to the four investors referred to by BSEC filing form to the Securities and Exchange Commission. They are big stock player Yuenyong Panwongklom, Somkiat Wongkhunnasup, Yupha Karnchadil and Chatree Mahattanadul. "In case that all four debenture holders purchased the debentures from Finansa, please show the relationship with Finansa and Finansa Securities, including Finansa's and Finansa Securities' major shareholders, Finansa's and Finansa Securities' management, and Finansa's and Finansa Securities' controlling person," the SET statement said. In addition, the SET requested Finansa to explain why there was an information discrepancy concerning the date of the transaction between BSEC's filing and Finansa's. BSEC's filing said that the transaction had been made in November 2005, while Finansa said that Finansa Securities had both bought and sold the convertible debentures from BSEC on October 4 last year - two months after the company's shareholders approved the investment in BSEC's convertible debentures. In Finansa's clarification submitted ahead of the SET's latest request, it repeatedly said that the purchasers have nothing to do with Finansa, according to the company's statement released yesterday. "Finansa sold the convertible debentures to retail investors and it seemed to be the company's normal business transaction," the firm said. "Finansa has no right to ask the information required by the SET from Finansa Securities because the broker has a duty to keep its customers secret according to the Securities Act. However, the SET is authorised to ask the information directly from Finansa Securities as it is a SET member." The company said that it had reaped almost Bt5 million in profit from the transaction. "Finansa at that time expected that it would become an indirect shareholder in BSEC if the merger was viable, but it already has its wholly owned broker subsidiary, Finansa Securities. Therefore, it decided to sell it as it had no reason to hold the convertible debentures anymore and to mitigate its risk," the statement said.
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