On 27 August 2025, STELLA’s Board of Directors Meeting No. 7/2025 resolved to approve: (1) an acquisition of up to 3,538,017 ordinary shares (representing 3.25 percent of the total shares) of WEH – a holding company primarily investing in businesses that focus on the production and distribution of electricity from wind energy – from existing WEH shareholders who wish to enter into the transaction with STELLA, at a price of 400 baht per share, with payment to be made through the issuance of STELLA’s newly issued ordinary shares instead of cash (a share swap transaction), with a total transaction value not exceeding 1,415,206,800 baht. This constitutes an asset acquisition transaction, part of which also qualifies as a related-party transaction; and (2) an issuance and allocation of up to 7,076,304,000 newly issued ordinary shares of STELLA, with a par value of 1.00 baht per share, for a private placement to 21 existing holders of WEH shares, as consideration for the acquisition of WEH shares instead of cash payment, with a total value not exceeding 1,415,206,800 baht. The swap price is set at 400 baht per WEH share, while the offer price of STELLA’s newly issued shares is set at 0.20 baht per share, equivalent to a swap ratio of 1 WEH share to 2,000 newly issued STELLA shares. The size of the asset acquisition transaction is calculated to be up to 48.11 percent, based on value of securities issued for the payment of assets and the transaction also constitutes a related-party transaction with a maximum size of 14.69 percent of net tangible assets.
 
As the above transaction involves a share swap with multiple related parties, the largest seller of WEH shares is DD Mart Holding Company Limited (holding 5.25 percent of WEH shares), a juristic person of which the adult children of Mr. Pradej Kitti-itsaranon, a director, are shareholders, namely: Ms. Nuntida Kitti-itsaranon (holding 25.77 percent), Ms. Janejira Kitti-itsaranon (holding 25.77 percent), and Mr. Kamtorn Kitti-itsaranon (holding 29.59 percent). In addition, five out of 11 directors of STELLA – namely, Mr. Noppol Milinthanggoon, Mr. Nattaphasin Chettudomlap, Mr. Pradej Kitti-itsaranon, Mr. Puwassitt Chet-udomlap, and Mr. Chatchai Payuhanaveechai – are also directors of WEH.
 
STELLA’s independent financial advisor (IFA) assessed the value of STELLA shares and opined that the Adjusted Book Value method is the most appropriate valuation approach, resulting in a fair value range of 0.66–0.68 baht per share. Based on this valuation, the appropriate swap ratio would be 1 WEH share to 617.79–666.56 STELLA shares. When compared with the proposed swap ratio of 1 WEH share to 2,000 STELLA shares under the private placement share swap, the acquisition of an additional 3.25 percent stake in WEH would result in control dilution of up to 32.48 percent for STELLA shareholders. In this regard, STELLA used a market price reference despite the fact that, over the past 12 months, STELLA shares had an average daily trading volume of only 0.18 percent of the total sold shares. Therefore, the IFA is of the opinion that the pricing used in this transaction is inappropriate.
 
Based on the information above, the SEC has raised observations regarding whether STELLA’s Board of Directors has performed its duties with responsibility, due care and loyalty, in considering the appropriateness of the share price used in the share swap transaction, how such transaction serves the best interests of the company, what benefits STELLA would receive from the private placement of shares compared with the significant dilution impact on existing shareholders, and how the company plans to utilize additional dividend income from WEH for STELLA business operations.  

In addition, the SEC found that STELLA has entered into a loan agreement with its major shareholder, Thana Power Holding Company Limited*, for a credit facility of up to 1,000 million baht, bearing interest at 8.75 percent per year, with repayment term of two years from the first drawdown date, resulting in total interest of 175 million baht. The collateral pledged comprises 6,451,970 WEH shares (representing 7.12 percent), with contractual terms granting the lender the right to dispose of the WEH shares if STELLA breaches any loan conditions.
 
Accordingly, the SEC has raised concerns regarding the Board of Directors’ responsibility, due care, and loyalty in fulfilling its duties with respect to the appropriateness of pledging all WEH shares currently held by STELLA, which had a net book value of 3,572 million baht as of 30 June 2025, as collateral for a 1,000 million baht loan, the appropriateness of granting the lender immediate disposal rights upon default, and STELLA’s debt repayment plan or other measures to ensure shareholders’ confidence in the company’s ability to repay the loan within the specified period. As these matters constitute material information that may affect investors’ interests or investment decisions, the SEC has therefore exercised its authority under Section 58(1) of the Securities and Exchange Act B.E. 2535 (1992) to instruct STELLA to submit additional clarifications by 20 October 2025, and to publicly disclose such information via SETLink.  

Note:
* Thana Power Holding Company Limited is wholly owned (100%) by WEH. Directors of Thana Power Holding Company Limited are Mr. Nuttpasint Chet-udomlap, Mr. Kamtorn Kitti-itsaranon, and Mr. Amnuaychai Suwansuntorn.