Thailand Securities and Exchange Commission urges SST shareholders to scrutinize Baht 300 million MUD collateral deal after adviser recommends rejection

The Thailand Securities and Exchange Commission has urged shareholders of Sub Sri Thai Public Company Limited to review the information carefully and exercise their voting rights at the 31 July 2026 extraordinary general meeting on a proposed related party transaction involving financial assistance to Mud & Hound Public Company Limited. Under the proposal, SST would mortgage its land as collateral for MUD's borrowing from an external lender under a credit facility of up to Baht 300 million. The SEC highlighted that the independent financial adviser recommends shareholders reject the transaction because the compensation and terms are not appropriate relative to the risks SST would assume. SST's board and audit committee support the proposal on the basis that MUD needs additional funding for working capital and liquidity, and that the arrangement would help maintain group business continuity. The independent financial adviser took the opposite view, citing the absence of an executed loan agreement between MUD and the lender, which leaves financing terms, obligations and risks insufficiently clear. It also said the 2.00 percent annual compensation to SST is low compared with the company's financing cost and alternative investments with similar risk, and is not commensurate with the credit and repayment risk SST would bear. The transaction is a material related party transaction that requires approval by at least three-fourths of the votes of shareholders attending and entitled to vote, excluding conflicted shareholders. Completion also depends on approval by MUD's shareholders, and SST cannot proceed if MUD shareholders do not approve it.