The SEC encourages WORLD shareholders to study information and exercise their voting right at the extraordinary shareholders’ meeting on 7 May 2024 in the case where WORLD will seek approval for a sale of 48.99 percent of the ordinary shares of WIE, the sole subsidiary of WORLD, to NAUTIC, which is a listed company on Catalist* under the Stock Exchange of Singapore. NAUTIC is a related party of WORLD with mutual shareholders. 

In this regard, NAUTIC will pay for WIE ordinary shares by issuing 52,692,140 ordinary shares to WORLD, accounting for 79 percent of the total shares, at the price of SGD 0.2, totaling SGD 10.54 million or THB 274.32 million. The WORLD Board of Directors’ meeting on 27 March 2024 resolved to propose this related party transaction to the extraordinary shareholders’ meeting for consideration of approval. 

However, the IFA is of the opinion that the offering for sale of WIE ordinary shares to the related party is inappropriate because: 

  (1)  The offer price of WIE ordinary shares at THB 274.32 is lower than the fair price of THB 427.18 million;

(2)  The offer price of NAUTIC at SGD 0.20 per share is higher than the fair price of SGD at -0.17 per share, and the fact that NAUTIC has the accounting value and the fair value below zero may be a reason to suspect that NAUTIC may lack the capability to continue business operation in the long run; 

(3)  It is unnecessary to enter into such transaction with NAUTIC because WORLD is a Thai listed company with the capacity of sufficient fundraising while NAUTIC is a listed company on Catalist* under the Stock Exchange of Singapore with the current total or almost total assets in the form of cash. Therefore, in the event that NAUTIC fails to complete the purchase transaction of WIE shares by 30 June 2024, the company may be delisted from the Stock Exchange of Singapore;   

(4)  The transaction terms may not be stringent as WORLD has not conducted a due diligence on NAUTIC’s accounting, legal and tax status for the acquisition of NAUTIC’s shares. This may result in WORLD missing information or issues that could adversely affect WORLD;   

(5) WORLD’s controlling power and the right to receive dividends from WIE, both directly and indirectly, would drop from 99.99 percent to 79.52 percent. 

Therefore, the IFA views that the disposal of WIE shares and the acquisition of NAUTIC shares constitutes consideration for the sale of WIE shares. This may benefit NAUTIC shareholders more than WORLD shareholders. Thus, the IFA has the opinion that WORLD shareholders should not approve the related party transaction this time.

However, the WORLD’s Board of Directors and the Audit Committee believe that the aforementioned transaction will create more opportunities to raise fund on the Singapore Stock Exchange, which is a leading global financial center. NAUTIC, as a listed company on the Singapore Stock Exchange, may support and enhance the potential for fundraising and/or attracting funding sources from international investors for the development of WIE's industrial estate projects, which require substantial amounts of investment capital. Also, this transaction could lighten the burden of fundraising for WORLD shareholders and increase opportunities for investment in other businesses in line with WORLD's future business expansion plan.

On 30 April 2024, WORLD disclosed information through the Electronic Listed Company Information System of the Stock Exchange of Thailand (SET), notifying the Board of Directors’ meeting resolution, revising the opinion of the Board and the Audit Committee from unanimous approval of the IFA’s report to approval with reservation. The Board and Audit Committee members who disagreed with the IFA opinion viewed that the transaction would generate more benefits than drawbacks.

This related party transaction requires approval from the shareholders' meeting with not less than three-fourths of the total votes of the attending shareholders with the voting right, excluding the votes of shareholders with a conflict of interest.

The SEC therefore requests the WORLD shareholders to study the information in this matter thoroughly and exercise their rights to safeguard their interests. Additionally, they are encouraged to inquire the WORLD Management for details to ensure comprehensive information for decision making at the upcoming extraordinary shareholders' meeting. 

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Note: * Catalist is a stock market established to support businesses in the early stages under the Singapore Stock Exchange.