NMG executives acted fairly in ‘takeover’ dispute, says legal adviser

ศาสตร์เกษตรดินปุ๋ย : ขอบคุณแหล่งข้อมูล : หนังสือพิมพ์ The Nation

http://www.nationmultimedia.com/business/NMG-executives-acted-fairly-in-takeover-dispute-sa-30286390.html

NATION MULTIMEDIA GROUP’S legal adviser has said NMG executives acted in compliance with law and regulations governing company takeovers and did not damage the business’ image by barring two groups of shareholders from its 2015 annual general meeting.

Preechaya Ibrahim’s remarks followed News Network Corporation (NEWS) allegedly telling some media organisations that NMG executives had damaged the company over the matter.

At the AGM on April 29 last year major shareholders from both sides of the alleged takeover – Suthichai Yoon and Sermsin Samalapa from NMG as well as new NMG shareholding group NEWS and its allies – were prohibited by the then-NMG chairman Nittimon Hastindra Na Ayudhya from voting to ensure fairness.

Preechaya said Nittimon had suspected the conduct of some major shareholders might not comply with laws and regulations regarding takeovers, so he exercised his authority as chairman to block them from attending the meeting to protect the interests of the company and its minor shareholders.

On April 30 last year the Stock Exchange of Thailand asked NMG to clarify the case.

Six days later NMG told the SET that as Nittimon had learned a group had acquired the company’s shares with the intention of taking over the business, and given he suspected their actions did not comply with relevant laws and regulations, he barred the group’s members from attending the meeting.

It was reported that the new group of shareholders had claimed Suthichai and Sermsin, individual shareholders of NMG with a significant number of shares, had held those shares in a manner that did not comply with the laws and the regulations governing takeovers.

Barred from casting votes

Nittimon therefore did not allow Suthichai and Sermsin to cast votes at the meeting to ensure fairness, as the new group of shareholders was not allowed to attend the meeting.

In a filing to the SET on Tuesday, NMG said it was revealed at Phra Khanong Provincial Court the day before that the Court of First Instance had ruled the 2015 AGM void. However, the company has not yet received the full details of the judgement and is in the process of doing that.

NMG’s board of directors will meet this month to consider this matter.

The company has the right to appeal the judgement to the Appeal of Court and the Supreme Court if necessary.

Preechaya said if NMG were forced to nullify the results of the AGM, the company might hold a new shareholders meeting to allow shareholders to cast votes on necessary items.

He denied reports that NMG executives would face heavy punishments as a result of the court ruling.

Minor NMG shareholder Panya Chattanrasamee said Nittimon was right to bar both groups from the AGM.

He said he had more trust in the company’s old shareholders, who were media professionals, than the new shareholders as he did not know them.

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