NOBLE Development's major shareholder and chief executive officer Kitti Thanakitamnuay has asked the Securities and Exchange Commission, the Stock Exchange of Thailand and related organisations to investigate minority shareholder Esteemed Networks Group,
This follows Esteemed Networks’ appointment of ABN Amro Nominees Singapore to file a complaint with the Southern Bangkok Civil Court against a decision at an April shareholder’s meeting that it alleges was unfair to minority shareholders.
On April 28, Noble shareholders proposed increasing registered capital from Bt1.36 billion to Bt1.96 billion by issuing 200 million new shares at par value of Bt3 per share and selling these new shares under private placement.
According to the filing, the SET has warned Noble's management that it must be concerned about minority shareholders' benefit in the conduct of its business, while the SET said it has no authority to investigate the shareholder meeting as the issue is under the responsibility of the Commerce Ministry.
However, the Commerce Ministry had already approved Noble’s shareholder meeting, called to increase its registered capital, on April 28.
ABM Amro Nominees Singapore filed the complaint in the Southern Bangkok Civil Court on May 6.
Kitti told a press conference yesterday that the April 28 shareholders’ meeting was conducted under legal processes.
He said that according to the Public Company Act, one-third of the total number of a company’s shareholders can propose an increase in registered capital at a shareholders’ meeting.
If 75 per cent of the shareholders present at the meeting approve the increase, the company may go ahead with it.
“I don’t know why the Esteemed Networks Group, which is registered in the British Virgin Islands, has a problem and has filed this complaint,” he said.
He also raised the question about the transparency of Esteemed Networks Group’s acquisition of its stake in the company, and why its management team did not open the name and reported to the SEC when the company bought the share over than five per cent on time. He said the group made six transactions between January 11 and July 8 last year that raised its stake from 5.04 per cent to 23.64 per cent, but did not report these to the SEC until that July.
Kitti added that he had asked the SEC, the SET, the Commerce Ministry and other authorities to investigate this case, in order to protect listed companies from nominee businesses.
If these agencies take no action, he said he might turn to the courts himself.
He added that if Esteemed Networks Group wants a directorship in Noble or wants to join management, he would welcome this, but he would first need to know who is behind this outfit and whether that person has management ability.
Despite this situation, Noble is going ahead with its plan to launch three new condominium projects worth Bt7 billion in the current second half of the year to achieve its 2014 presales target of Bt6 billion. It recorded presales of Bt2.7 billion in the first half.
In the first quarter, the company reported revenue of Bt746.27 million and net profit of Bt115.17 million.
Meanwhile, the company’s board of directors does not plan to issue the new registered capital to new investors at this time, he said. However, if the company issues the new shares, its debt-to-equity ratio would be reduced from 3:1 to be 1.6:1.