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SEC orders NEWS to clarify non-disclosure of the dilution effect of the sale of warrants and the underlying shares in the AGM 2024 notice



Friday 26 April 2024 | No. 91 / 2024


Bangkok, 26 April 2024 – The Securities and Exchange Commission (SEC) has ordered News Network Corporation Public Company Limited (NEWS) to provide clarification within 29 April 2024 regarding the company’s non-disclosure of the dilution effect of the offer for sale of the NEWS-W8 warrants and the underlying shares in the notice of the annual general shareholders’ meeting (AGM) 2024 and disclose the information through the Electronic Listed Companies Information Disclosure System of the Stock Exchange of Thailand (SETLink) as well as inform the shareholders at the AGM 2024.

On 11 April 2024, NEWS published the AGM 2024 notice together with supporting documentation on the company’s website. The meeting agenda covered the consideration for approval of an increase in registered capital of NEWS to offer for sale ordinary shares in a private placement at an amount not exceeding 90,994,520,700 shares and the exercise of NEWS-W8 warrants at the amount of 39,328,943,670 shares. The company will allocate NEWS-W8 warrants to the existing shareholders in proportion of their shareholding. The AGM 2024 will be held on 30 April 2024.

The issuance of NEWS-W8 warrants to existing shareholders must comply with the regulations specified in the Notification of the Capital Market Supervisory Board No. Tor Jor. 34/2551 Re: Application and Approval for Offering for Sale of Warrants and the Underlying Shares, dated 15 December 2008. However, the SEC has found that NEWS failed to disclose the dilution effect of NEWS-W8 offering on the shareholders in the AGM 2024 notice that included the agenda for the approval of the warrants and the underlying shares. The failure to disclose such information resulted in non-compliance with the said Notification.   

Since the meeting notice may have incomplete information related to the dilution effect, this could impact the shareholders’ rights and decision making. Therefore, by virtue of Section 58(2) of the Securities and Exchange Act B.E. 2535 (1992), the SEC has ordered NEWS to clarify the related facts and the company’s further action. Additionally, NEWS must disclose this clarification through the SETLink by 29 April 2024 and concurrently inform the shareholders of the incomplete disclosure of the dilution effect in the meeting notice. 

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NEWS
Securities and Exchange Commission
Corporate Communication and Investor Service Department
Tel. (66)2033-9502-5 E-mail: press@sec.or.th
No. 91 / 2024 Friday 26 April 2024
SEC orders NEWS to clarify non-disclosure of the dilution effect of the sale of warrants and the underlying shares in the AGM 2024 notice

Bangkok, 26 April 2024 – The Securities and Exchange Commission (SEC) has ordered News Network Corporation Public Company Limited (NEWS) to provide clarification within 29 April 2024 regarding the company’s non-disclosure of the dilution effect of the offer for sale of the NEWS-W8 warrants and the underlying shares in the notice of the annual general shareholders’ meeting (AGM) 2024 and disclose the information through the Electronic Listed Companies Information Disclosure System of the Stock Exchange of Thailand (SETLink) as well as inform the shareholders at the AGM 2024.

On 11 April 2024, NEWS published the AGM 2024 notice together with supporting documentation on the company’s website. The meeting agenda covered the consideration for approval of an increase in registered capital of NEWS to offer for sale ordinary shares in a private placement at an amount not exceeding 90,994,520,700 shares and the exercise of NEWS-W8 warrants at the amount of 39,328,943,670 shares. The company will allocate NEWS-W8 warrants to the existing shareholders in proportion of their shareholding. The AGM 2024 will be held on 30 April 2024.

The issuance of NEWS-W8 warrants to existing shareholders must comply with the regulations specified in the Notification of the Capital Market Supervisory Board No. Tor Jor. 34/2551 Re: Application and Approval for Offering for Sale of Warrants and the Underlying Shares, dated 15 December 2008. However, the SEC has found that NEWS failed to disclose the dilution effect of NEWS-W8 offering on the shareholders in the AGM 2024 notice that included the agenda for the approval of the warrants and the underlying shares. The failure to disclose such information resulted in non-compliance with the said Notification.   

Since the meeting notice may have incomplete information related to the dilution effect, this could impact the shareholders’ rights and decision making. Therefore, by virtue of Section 58(2) of the Securities and Exchange Act B.E. 2535 (1992), the SEC has ordered NEWS to clarify the related facts and the company’s further action. Additionally, NEWS must disclose this clarification through the SETLink by 29 April 2024 and concurrently inform the shareholders of the incomplete disclosure of the dilution effect in the meeting notice. 

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