Thailand Securities and Exchange Commission (SEC) ordered Stella X Public Company Limited (STELLA) to provide and publicly disclose additional information on a related-party financing arrangement with Thana Power Holding Co., Ltd. (THANA), citing issues relevant to securities holders’ rights and investment decisions. The clarification must be submitted to the SEC and disclosed through the Stock Exchange of Thailand (SET)’s Electronic Listed Company Information Transmission System (SETLink) by 28 January 2026. STELLA’s board has asked shareholders to ratify amendments to existing loan facilities from THANA covering THB 1,900 million entered into without prior shareholder approval and to approve a further THB 700 million, taking total financial assistance to THB 2,600 million, with maturity extended to 31 December 2028 at an 8.75% interest rate and collateral increased to 11,286,311 Wind Energy Holding Co., Ltd. (WEH) shares (10.37% of WEH). The SEC highlighted the independent financial advisor’s observation that THANA’s internal financial statements as at 30 September 2025 showed only THB 78.60 million in cash and cash equivalents, implying reliance on capital injections by WEH, THANA’s 99.99% shareholder, through a planned increase of THANA’s registered capital to THB 3,500 million with full paid-up capital completion expected within Q2/2026. The SEC questioned whether this structure aligns with STELLA’s stated objective of investing in WEH for dividend cash flows, whether STELLA can meet a lump-sum repayment obligation of THB 3,464.05 million at maturity (principal plus interest) without a clear repayment plan, and whether pledging WEH shares valued at THB 4,987.48 million is appropriate and could restrict future financing. It also asked for clarification on a loan from DD Mart Holding Co., Ltd., which became a 24.93% shareholder on 6 November 2025, including the use of THANA loan proceeds to repay creditors such as DD Mart, whether the DD Mart loan maturity was set with prior knowledge of the THANA transaction, and compliance with company law and connected-transaction requirements. The order was issued under Section 58(1) of the Securities and Exchange Act B.E. 2535 and requires simultaneous submission to the SEC and market disclosure via SETLink by 28 January 2026.
Thailand Securities & Exchange Commission 2026-01-23
Thailand Securities and Exchange Commission orders STELLA to disclose THB 2,600 million related-party financial assistance from Thana Power Holding
The Thailand Securities and Exchange Commission (SEC) has mandated Stella X Public Company Limited to disclose additional details regarding a financing arrangement with Thana Power Holding Co., Ltd., highlighting concerns about securities holders' rights and investment decisions. Stella X must submit this information to the SEC and disclose it through the Stock Exchange of Thailand's system by 28 January 2026.