Originally, BNT informed the SET of its purchase of all of Navadis's shares, with a total value of Bt234 million, in a share-swap deal. BNT later informed the SET of a change in the identity of the sellers of Navadis's shares. The seller, who will become a major shareholder of BNT with 9.33 per cent of its shares, changed from ML Sarntidis Ditsakul and six other people to City Digital Co Ltd.

The SET said yesterday that the reason for the change had not been clarified.

"The SET considered BNT's clarification and concluded that BNT had not complied with the best practices of being a listed company, to carefully disclose necessary information to investors who must obtain correct, complete and timely information according to the Guidelines on Disclosure of Information for Listed Companies," the SET said.

It said BNT had been careless in investigating the correct, updated, and complete information concerning Navadis's shareholders, with the result that investors received incorrect information which, when disclosed, was different from the facts.

Although BNT had sought to clarify the matter by explaining that it concerned itself only with Navadis's business and did not take its shareholder structure into account, BNT had, nevertheless, failed to provide correct and complete disclosure to investors, which was part of a listed company's responsibilities.

When BNT reported the change in the identity of the sellers of Navadis's shares - from Sarntidis Ditsakul and others to City Digital - it failed to disclose the names of City's shareholders who, under the share-swap deal, would become shareholders of BNT. This meant that, indirectly, investors were unable to receive, at the earliest opportunity, complete and clear information on the real shareholders of City Digital who would become major shareholders of BNT, the SET said.

In its clarification, BNT told the SET that the reason for the change in the indentity of Navadis's sellers was an internal agreement for the benefit of new and existing shareholders.

The company said it did not inform the SET of the change in Navadis's sellers because Navadis's shareholders changed after BNT had summarised information for a proposal to its board of directors on February 27, 2006.

 The share-swap deal was negotiated by BNT executive chairman Chansak Siriv-

atanachat and the managing director of Navadis, Surawat Samutkojorn, who was acting on authority from Navadis's shareholders. Surawat is also a director of City Digital.

Navadis was established in 2001 with Sarntidis as a shareholder and director. On September 2, 2005, Sarntidis resigned from the position of director and on January 28, 2006 he sold Navadis's shares to City Digital.

By the time BNT purchased Navadis it was wholly owned by City Digital, with Somboon Meesiri and Surawat Samutkojorn as a director and managing director, respectively.

City Digital was established on September 28, 2005. Its major shareholders were then Kobporn Soontarekanont and Taweesak Srisumrit, holding 49.9 per cent each. Its shareholder structure changed on January 28, 2006, the same date that Navadis's shareholding changed.

Siriporn Chanjindamanee

The Nation