CIRKIT shareholders advised to exercise prudent votes on investment in non-collateral NPL portfolio

Wednesday 21 October 2015 09:34
The SEC urges shareholders of Circuit Electronic Industries Public Co., Ltd. (CIRKIT) to thoroughly study the proposal to invest in non-performing loan (NPL) portfolio without collateral and to exercise their voting right at the shareholders' meeting on October 28, 2015.

CIRKIT is seeking the shareholders' approval to (1) invest in 676.10 million baht worth of non-collateral NPL portfolio at the purchase price of 40.16 million baht, (2) issue capital shares via private placement (PP) to shareholders and management of such portfolio seller, and (3) accept other agreements relevant to the transaction to facilitate the NPL management and collection business operation.

While the transaction is classified as a sizable related party transaction and asset acquisition, the CIRKIT board of directors has reached a consensus that the transaction is appropriate and beneficial to the company and the shareholders after the company has ceased operation of the existing business to pursue the NPL management and collection business, which is viewed to have a potential to generate income and enhance the stability of the company in the long run.

However, the independent financial advisor (IFA) opined that the shareholders should not approve the transaction for several reasons. First of all, it is an investment in high risk assets and the uncertainty of debt repayment could significantly affect the value of the asset. Moreover, the economy is generally in recession and there is no clear record of the existing debtor's past repayment, causing a negative impact on the repayment ratio. And in any case, the company has no experience in running this kind of business.

Although, entering into relevant agreements could facilitate the NPL management and collection business, given the overall circumstances, the IFA is of the opinion that the shareholders should not approve the whole transactions.

The SEC therefore advises CIRKIT shareholders to study the information thoroughly as well as participate in the shareholders' extraordinary meeting to seek clarifications from the company management before making a prudent decision.

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.