Thailand Securities and Exchange Commission orders C.I. Group to clarify disclosures on Ocean Wolf acquisition and planned rights offering and private placement by 12 September 2025

The Thailand Securities and Exchange Commission has instructed C.I. Group Public Company Limited (CIG) to provide additional clarification and supporting documents on its board-approved acquisition of shares in Ocean Wolf PTE. LTD. and the related issuance of newly issued shares through a rights offering and a private placement. The clarification must be submitted to the SEC by 12 September 2025 and disclosed publicly through the Stock Exchange of Thailand’s SETLink system. CIG previously reported that it plans to buy 24.17% of Ocean Wolf from Mr. Alex Loo Liat Wah at THB 180 per share, for total consideration of THB 435 million, with the transaction sized at up to 49.99% under the total consideration value criteria. The board also approved a purpose-specific capital increase via a rights offering of ordinary shares (par value THB 0.50, offer price THB 0.10) for an amount not exceeding THB 311,381,474.90 and a private placement to Mr. Alex Loo Liat Wah for an amount not exceeding THB 125 million, with proceeds intended to pay for the acquisition subject to conditions including a minimum THB 310 million raised through the rights offering, completion of legal due diligence before the extraordinary general meeting scheduled for 22 September 2025, and cancellation of the private placement if Mr. Alex and related persons would become the largest shareholder group. The SEC identified missing material information, including the sources and reasonableness of assumptions used for valuing Ocean Wolf shares and setting any swap ratio, the basis for selecting the private placement investor, the expected benefits and feasibility of the private placement proceeds plan, clarity on project implementation and funding sufficiency for the gold mining business, and each director’s individual voting position. For the private placement at a specified price, the SEC set out that shareholder approval is considered granted only where the meeting resolution clearly specifies the offer price and the notice is delivered at least 14 days in advance via SETLink with all particulars required under Capital Market Supervisory Board Notification Tor Jor 73/2558. It also noted that incomplete or insufficient disclosure in the notice could trigger Tor Jor 28/2565 requirements that may lead to suspension or cancellation of the private placement, and directed CIG to ensure shareholders receive all material information at least 14 days before the meeting.