The Thailand Securities and Exchange Commission has ordered C.I. Group Public Company Limited to provide and publicly disclose additional information on its board-approved acquisition of Ocean Wolf PTE. LTD. shares and the associated issuance and offering of newly issued shares to existing shareholders and a private placement investor. C.I. Group’s board approved buying 24.17% of Ocean Wolf from Mr. Alex Loo Liat Wah for THB 435 million at THB 180 per share, with the asset acquisition size stated as up to 49.99% of total consideration value. It also approved a capital increase via newly issued shares at par value THB 0.50 and offering price THB 0.10, comprising a rights offering capped at THB 311,381,474.90 and a private placement to Mr. Alex Loo Liat Wah capped at THB 125 million, with proceeds to be used as consideration for the acquisition subject to conditions including at least THB 310 million raised from the rights offering, completion of legal due diligence before the extraordinary general meeting set for 22 September 2025, and a restriction that the private placement must be cancelled if the investor and related persons would become the largest shareholder group. After reviewing C.I. Group’s SETLink disclosures and subsequent amendments, the SEC identified ambiguities and missing essential information, including the data and rationale for investing in Ocean Wolf, valuation assumptions for the share price and swap ratio, the rationale for not seeking shareholder approval for the acquisition together with the capital increases, the criteria and benefits for selecting the private placement investor, and the names and positions of directors voting for or against the transactions. Under Section 58(1) of the Securities and Exchange Act B.E. 2535 (1992), the SEC required the company to submit the additional information to the SEC and disclose it via SETLink by 4 September 2025.

Original source View in tracker