This case resulted from close coordination and integrated efforts between the two agencies. The ECD investigated the conduct of the network in Thailand, while the SEC sought information from foreign regulators through the cooperation framework under the IOSCO Enhanced Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (EMMoU). The information was then analyzed in conjunction with evidence obtained through the ECD’s investigation to trace cross-border financial flows, analyze complex, multilayered shareholding structures, and identify the UBOs behind the shareholders whose names appear in the share register. Taken together, the information and evidence provided key evidentiary support for the finding that the persons concerned had acted in concert. The SEC subsequently submitted to the ECD its opinions regarding potential offenses under the Securities and Exchange Act B.E. 2535 (1992) (SEA). The key points are as follows:

        (1) Acting in concert to acquire control of a business. The three investors who subscribed for VGI’s newly issued shares through a private placement shared a common source of funding, and their UBOs were connected in a manner that constitutes acting in concert under the Notification of the Capital Market Supervisory Board No. TorChor. 7/2552.*

        (2) Inaccurate and false reporting and failure to make a tender offer for the purchase of all securities of the business (tender offer). Based on the facts available at this stage, the aggregate shareholdings of the three investors were considered to exceed 25 percent of VGI’s total voting rights. However, the investors and their UBOs failed to report the acquisition of securities as persons acting in concert, failed to make a tender offer, and reported inaccurate and false information. Such conduct is considered to constitute violations of Sections 246 and 247 of the SEA, subject to the penalties prescribed under Section 298, as well as an offense under Section 281/10 of the same Act.

In pursuing the case, the ECD requested that the court issue an arrest warrant for six suspects and summoned another suspect to be formally charged, bringing the total number of suspects to seven, namely:
        1. Mr. Ben (surname withheld)    
        2. Miss Khatthariya (surname withheld)
        3. Miss Suparat (surname withheld)
        4. Mr. Yim (surname withheld)
        5. Mr. Eugene (surname withheld)
        6. Mr. Kaiping (surname withheld)
        7. Mr. Natthakon (surname withheld)
The persons identified in items 1–6, who are named in the arrest warrant, have fled abroad, while the person identified in item 7 has already been summoned by the ECD and formally charged.

The charges brought by the ECD against all seven suspects are as follows: inaccurate and false reporting of securities acquisitions under Section 246, failure to make a tender offer under Section 247, and an offense under Section 281/10 of the SEA; the offense of being a member of a secret society under the Criminal Code; and the offense of conspiracy to commit money laundering under the Anti-Money Laundering Act, with the ECD responsible for pursuing the criminal proceedings in relation to this offense. In addition, the SEC is in the process of examining the roles of other persons who may be involved and will strictly enforce the law against all persons concerned.

In this integrated law enforcement action, the ECD is responsible for pursuing the criminal case, while the SEC provides information, evidence, and opinions on potential offenses under the SEA. This approach enables proceedings against all persons involved across the entire network within a single process, covering both offenses under the SEA and offenses under other applicable laws, while allowing inquiry officials to exercise their full investigative powers.

The obligations to report securities acquisitions and make tender offers are important mechanisms for protecting minority shareholders. These mechanisms enable minority shareholders to know the identities of the UBOs and controlling persons of the business and provide them with a fair opportunity to exit their investment when control changes. The use of any person or fund to hold shares on behalf of the UBOs with the intent to conceal their identities therefore directly affects confidence in the capital market. The SEC will take action to prevent the further use of such structures and will cooperate closely with domestic law enforcement agencies and foreign regulators to ensure that those who violate the law cannot evade enforcement, even through cross-border structures.

These proceedings are only the initial stage of the legal process. The suspects are not deemed to have committed the offenses unless and until found guilty by a final court judgment. The SEC will monitor the progress of the case and cooperate fully with the relevant agencies to support further law enforcement in accordance with the legal process.

Note: *Notification of the Capital Market Supervisory Board No. TorChor. 7/2552 Re: Acting in concert as a result of the nature of a relationship or behaviour and requirements under Sections 246 and 247