Thailand Securities and Exchange Commission instructed Stella X Public Company Limited to provide additional clarifications and disclose them via the Stock Exchange of Thailand’s Electronic Listed Company Information Transmission System (SETLink) by 20 October 2025, covering its board-approved acquisition of Wind Energy Holding Company Limited (WEH) shares through a private placement share swap and a loan secured by WEH shares. The SEC flagged issues around directors’ responsibility, due care and loyalty, including the appropriateness of the swap pricing, the benefits of the transaction relative to dilution for existing shareholders, and the appropriateness of the collateral and repayment arrangements. The board approved acquiring up to 3,538,017 WEH shares (3.25 percent) at THB 400 per share via issuance of up to 7,076,304,000 newly issued STELLA shares to 21 existing WEH shareholders, at an offer price of THB 0.20 per STELLA share (swap ratio 1 WEH share to 2,000 STELLA shares), with total consideration capped at THB 1,415,206,800. The transaction size was calculated at up to 48.11 percent and included a related-party component with a maximum size of 14.69 percent of net tangible assets, with highlighted links including DD Mart Holding Company Limited as the largest WEH share seller and overlapping directorships between STELLA and WEH. STELLA’s independent financial advisor valued STELLA shares at THB 0.66–0.68 per share using the Adjusted Book Value method, implying an appropriate swap ratio of 617.79–666.56 STELLA shares per WEH share, and opined the proposed pricing was inappropriate, noting the proposed ratio could dilute STELLA shareholders by up to 32.48 percent and that the company relied on a market price reference despite low trading liquidity. Separately, the SEC pointed to a credit facility of up to THB 1,000 million from STELLA’s major shareholder, Thana Power Holding Company Limited, at 8.75 percent per year for two years (total interest THB 175 million), secured by 6,451,970 WEH shares (7.12 percent) with terms allowing the lender to dispose of the shares upon breach. Clarifications were requested on the appropriateness of pledging the WEH shareholding (net book value THB 3,572 million as of 30 June 2025), the disposal rights granted to the lender, and the company’s repayment plan, under Section 58(1) of the Securities and Exchange Act B.E. 2535 (1992).
Thailand Securities & Exchange Commission 2025-10-15
Thailand Securities and Exchange Commission orders Stella X to clarify WEH share swap pricing and THB 1,000 million loan collateral
The Thailand Securities and Exchange Commission has directed Stella X Public Company Limited to clarify its board-approved acquisition of Wind Energy Holding Company Limited shares via a private placement share swap and a loan secured by WEH shares. The SEC raised concerns about directors' responsibilities, swap pricing, shareholder dilution, and collateral arrangements. Stella's independent financial advisor deemed the proposed swap ratio inappropriate, highlighting potential dilution of up to 32.48% for STELLA shareholders.