SEC Urges World Corporation Shareholders to Reject Proposed Transaction with NauticAWT Ltd.

HoonSmart.com >> The SEC asks the shareholders of “World Corporation” (WORLD) to inspect the information and exercise their voting rights at the Special General Meeting of Shareholders on May 7, 2024 if requested permission for WORLD to engage in a transaction Selling common shares of “World Industrial Estate” (WIE) to related parties of NauticAWT Ltd. (NAUTIC), while the independent financial advisor believes that the price is not appropriate. The terms of the transaction may be strict, with DOMHAN losing control and the right to receive shares from WIE, deeming it unnecessary to enter into the transaction. Therefore shareholders should not approve the transaction.

The Securities and Exchange Commission (SEC) requests that shareholders of World Corporation (WORLD) inspect their information and exercise their voting rights at the Special General Meeting of Shareholders on May 7, 2024 if requested by WORLD permission to sell 48.99 percent of the common shares of WIE (a subsidiary of WORLD which owns 100 percent of the shares) to NAUTIC, a company listed on the Catalist market of the Singapore Stock Exchange is considered as person connected to WORLD because of their common shareholders

NAUTIC will pay the value of WIE’s common shares by issuing 52,692,140 new NAUTIC common shares, representing 79 percent of the total shares, at a price of S$0.2 per share. A total value of 10.54 million Singapore dollars, or equivalent to 274.32 million baht, to WORLD The meeting of the Board of Directors on March 27, 2024 decided to recommend to a Special General Meeting of the shareholders of the world to consider the approval of give to related matters. which follows

The Independent Financial Adviser (IFA) believes that it is entering into a transaction to sell common shares of WIE to related parties. It is unreasonable because

(1) The offering price of WIE common shares at 274.32 million baht is lower than the fair value of WIE at 427.18 million baht.

(2) The offer price for NAUTIC ordinary shares is 0.20 Singapore dollars per share. This is higher than the fair value of -0.17 Singapore dollars per share Since NAUTIC’s book value and fair value are below zero, it might be considered as a reason to suspect that NAUTIC has no potential to continue as a business in the long term.

(3) There is no need to do business with NAUTIC because WORLD has the status of a Thai registered company with the ability to access sufficient funding As for NAUTIC, which is a listed company on the Catalist* market of the Singapore Stock Exchange, NAUTIC has the status now It is a company whose assets are wholly or almost wholly in the form of cash.

(4) Terms for entering into transactions may not be strict. As a result of engaging in the acquisition of common shares of NAUTIC this time, WORLD has not examined the accounting, legal and tax status of NAUTIC, which may require information THE WORLD or issues that may cause adverse effects

(5) The loss of control and the right to acquire shares from WIE, both directly and indirectly, on WORLD decreased from 99.99 percent to 79.52 percent.

Therefore, the IFA believes that engaging in the sale of common shares of WIE and receiving common shares of NAUTIC as compensation for the sale of WIE shares may provide greater benefits to NAUTIC shareholders than WORLD shareholders For this reason, IFA is of the opinion that WORLD shareholders should not approve Doing related transactions this time

However, the Board of Directors and the Audit Committee agreed that the transaction resulted in an expansion of funding opportunities from the Singapore Stock Exchange. As one of the world’s financial institutions, NAUTIC, which is listed on the Singapore Stock Exchange, could help support and increase fundraising capacity. and or seek funding from foreign investors for the expansion of WIE’s industrial property development business which requires a high capital investment. and to reduce the burden of raising money from WORLD shareholders and increase opportunities to invest in other businesses in line with WORLD’s future business expansion plans.

WORLD has published information through the Stock Exchange of Thailand. Notice of the resolution of the World Board meeting on April 30, 2024, changing the views of the World Board of Directors and the Audit Committee from the first one, where both committees agreed according to the IFA report, re- audited to the two committees agreeing with unanimous agreement the IFA report agreed with the Company’s Board of Directors and the Audit Committee which did not agree with the IFA report that there were more advantages than disadvantages in making its such a transaction.

That transaction is a connected transaction. Therefore, it must be approved by the shareholders’ meeting with a vote of not less than three quarters of the number of votes of shareholders who attend the meeting and have the right to vote. not counting the stakeholders

The SEC therefore asks shareholders to carefully examine the information and exercise their rights to protect their own interests. In addition to requesting various information to the executives of the World so that they have complete information for the decision to vote in the meeting of shareholders.