The share price of Nusasiri Public Company Limited (SET: NUSA) fell Bt0.06 per share or 3.70% to Bt1.56 after the company announced its intention to acquire 8.04% shareholding stake of Wind Energy Holding Company Limited (WEH) at a total amount not exceeding THB 3,545,775,000.
On January 20, 2022, NUSA announced that tt was resolved to propose that the Shareholders’ Meeting consider and approve the reduction of the company’s registered capital by THB 1,600,000,000 from the existing registered capital of THB 12,051,353,263 to THB 10,451,353,263 by cancelling 1,600,000,00 unsold ordinary shares with a par value of THB 1.00 per share, remaining from the allocation of the newly issued shares by the way of Private Placement
It was resolved to approve an acquisition of ordinary shares of Wind Energy Holding Company Limited (“WEH”) in the amount of not exceeding 8,755,000 shares or representing not exceeding 8.04 percent of the total registered capital and paid-up shares in WEH from each existing minority shareholders of WEH with a par value of THB 10 per share at the offering price of THB 405 or totaling of not exceeding THB 3,545,775,000, including the execution of the share purchase agreement, and other arrangements, contracts and documents relating to the acquisition of shares in WEH.
As of the date on which the Board of Directors’ meeting has approved the Share Purchase Transaction of WEH, WEH’s registered capital is THB 1,088,373,000 divided into 108,837,300 ordinary shares at a par value of THB 10 per share which is totally paid-up.
Upon comparison between the fair value of WEH, the purchased shares of WEH from the Seller of WEH Shares shall totally at the value of THB 3,545,775,000 by reference to the valuation of the ordinary share of WEH by Jay Capital Advisory Limited who is financial advisor approved by the Office of the Securities and Exchange Commission referenced to the method of combining the value of each business (Sum of The Parts), which is the most suitable method and reflects the most profitable and generating future cash flows from WEH’s business operations.
Therefore, the company will pay the consideration of the Share Purchase Transaction of WEH to the Seller of WEH Shares in the amount of THB 3,545,775,000 by the way of the offering of the newly issued ordinary shares of the company in the amount of not exceeding 3,939,750,000 shares or representing 32.88 percent of all issued and paid-up shares of the company (based on all issued and paid-up shares of the company after the execution of the Share Purchase Transaction of WEH), at a par value of THB 1.00 per share at the offering price of THB 0.90 per share or equivalent to not exceeding THB 3,545,775,000 as payment in kind for the acquisition of shares instead of cash.
The Board of Directors resolved to hold a shareholders’ meeting on March 4, 2022.
Regarding the company that NUSA is expecting to acquire, WEH is notorious for having several lawsuits going on with its directors and the company itself. One of the cases that are under the market’s monitor is that the former director has signed a compensation bill worth more than 2,000 million euros to another former director, and there is no indication whether WEH has overcome this burden.