SET acts over Eastern Wire transactions

"The SET found that the size of some transactions calculated by EWC was incorrect and did not comply with the regulations," the SET said in a statement released yesterday.

"The size of the transactions is over 50 per cent calculated in accordance with the total value of the consideration paid or received method. Hence, EWC has to con¬vene a shareholders' meeting to approve the decision to enter into these transactions."

EWC earlier calculated the size of a transaction following the total value of consideration paid or received method equal to only 5.54 per cent, as it took only the disposal of 50 million Ua Withya (UWC) shares into account.

Apart from UWC's share sale, other transactions are the waiver of UWC's and Rayong Wire Industry (RWI)'s rights offering share subscriptions and with the divestment of 80,504 UWC con¬vertible debentures, each deben¬ture can be converted into 1,000 common shares.

The stock exchange said EWC was required to appoint an inde¬pendent financial adviser to give an opinion and also deliver that opinion to the SET and share¬holders by August 11.

Should EWC fail to disclose the required information within the deadline, the SET will consider suitable procedures. Moreover, the SET has considered EWC's violation of the rules and regula¬tions concerning the disclosure of material information within a certain time.

 The SET also explained that there were three criteria govern¬ing information disclosure relat¬ed to asset acquisition and dispo¬sition that could be applied to EWC's case.

The value of transactions is determined when a company makes a decision to enter into a transaction, which means enter¬ing into, or a decision to enter into, any contract or agreement or understanding, whether direct or indirect, in order to cause an acquisition or disposition of assets, or a creation or waiver of the right to acquire or dispose of assets, or an acquisition or trans¬fer of the right to longterm pos¬session of assets, or an investment or revocation of an investment.

Assets in this notification means tangible or intangible property that is owned by a per¬son or business, which has a value and may be disposed of, distrib¬uted or transferred.

Thus securities are assets which mean shares, warrants on shares or other securities which are convertible into shares includ¬ing debentures.

The combination of transac¬tions shall include transactions taking place during the six months prior to the day a decision to enter into a transaction is made, unless such transaction has already been approved by a share¬holders' meeting of EWC.

 "Hence, EWC has to combine the transac¬tions that occurred within six months," the SET concluded.