Bangkok, October 27, 2015 - The SEC urges shareholders of Superblock Public Company Limited (SUPER) to thoroughly study the solar cell power plant investment project before casting votes at the shareholders? extraordinary meeting on October 30, 2015.

SUPER is seeking the shareholders? resolution to allow Super Solar Energy Co., Ltd., a 100 percent owned subsidiary through indirect shareholding, to enter into five major transactions worth 14,445 million baht to acquire ordinary shares and increase capital in a company that plans to operate a terrestrial solar cell power plant project.

The transactions involve share acquisition of five companies and an investment in the development of power generating projects. Such significant transactions are considered asset acquisition.

The board of directors and the audit committee view that the transactions are reasonable and could enhance competitiveness and generate recurring income for the company in a continuing basis. 

However, the independent financial advisor is of the opinion that the investments in Power Technology International Co., Ltd. (PTI) and Energy Serve Co., Ltd. (ESERVE), two of the five aforesaid transactions, are unadvisable and thus should not be approved by the shareholders on the following grounds:

(1) The fair prices of both companies? shares are below the purchase prices, namely 20.0-111.4 million baht compared to 272.44 million baht in case of PTI, and 89.4-227.6 million baht compared to 403.72 million baht in case of ESERVE. In addition, some ESERVE projects have not obtained a power purchase agreement (PPA) from the Provincial Electricity Authority; and
(2) The payment condition is inappropriate because SUPER has paid a lump sum advanced payment for the share purchase even before the shareholders pass a resolution either way. 

Furthermore, in the event that the investment proposal is rejected, the company will face a material loss from the advanced payment for land acquisition in other projects, including the loss of investment in some plant constructions partially underway.

The SEC therefore advises SUPER shareholders to study the information thoroughly and attend the shareholders? extraordinary meeting to seek clarifications from the company management before making an informed decision.

In any case, the aforesaid transactions must be approved by at least three fourths of the attending shareholders with the voting right excluding those with an interest in such transactions.