2023-07-16 15:25:00
Review of the reasons why the stock price of “Nusasiri” collapsed due to the stock market warning or from the behavior of the company Found capital increase frequently Plus, many transactions that buy shares of other companies or assets are called to clarify repeatedly. Name of companies in the group of major shareholders benefit either directly or indirectly It’s not surprising to be watched.
This work is played Executives of Nusasiri Public Company Limited or NUSA dance like a royal prince When the Stock Exchange of Thailand (SET) asked investors to follow NUSA’s clarification that was ordered to clarify information in the financial statements of the 1st quarter of 2023, which the auditor expressed a conditional opinion and remarks. due to the complexity of the structure of hotel vendors including trade mark rights and licenses in Germany, as well as transactions relating to More Money Entertainment Ltd. and the group’s ability to operate as a going concern.
That’s because from then on News about NUSA was drawn by investors out of curiosity, while the incident sent the company’s share price down 22.86% from the previous day (July 10 at 0.70). baht/share) to move around 0.52-0.54 baht per share
Accelerate the clarification to show strong potential
The incident resulted in the NUSA expediting to clarify that Acquisition of hotels in Germany to change the original purchase conditions from the purchase of assets (hotels including rights to various licenses and certificates). Related to the business) is an acquisition of shares in Panacea Fairvaltuns GmbH (PNCV), a shareholder in Badisher Hotel Fairvaltuns G. MBH Co., Ltd. (BHV), the owner of the property under the original asset purchase agreement The reason why the company Do not accept the deposit back immediately Because the seller of shares in PNCV is the same person as the seller of the original property And at present, the company has already received the ownership of PNCV shares (the owner of the hotel) to the company.
Regarding the issues related to More Money Entertainment Co., Ltd. in the Rolling Loud Thailand concert business in the second quarter, the company reported that it had received a share payment of 1.5 million baht and the remaining amount was 57.5 million baht. Requesting an extension of the repayment period for the capital increase and deposit totaling 57.5 million baht because “More Money” has not yet completed the inspection of various expenses. Therefore requesting to extend the period for another 90 days, the company also charges interest on the money that has been extended.
As for the issue of the Group’s ability to operate continuously, In the case of the construction payable of Nusa Legend Siam Co., Ltd. (Legend Siam) by the China International Economic and Trade Arbitration Commission has an award for the company to pay debts of Legend Siam, in which Nusa holds only 50% of the shares, the latest dispute in repayment of the above debt Has not caused default on other debts because there is no final court order At present, it is in the process of taking witnesses from both parties in the civil court.
Tell me! SET warns against capital increase
However, “Wissanu Thepcharoen”, director and president of NUSA, said that the news at the SET Came out to warn investors to be careful and study the financial statements of that company. Affects shareholder confidence. and investors greatly This causes the stock price of NUSA to decline and is expected to affect the plan to increase capital through private placement (PP) in the amount of 13,000 million baht in exchange for the acquisition of shares in Wind Energy Holding Company. Ltd. (WEH) with WEH’s major shareholder group may have problems.
“The essence is that the effect is that the NUSA stock price has declined. Such concerns also affect the capital increase deal. Because the financial advisor has estimated the value of the company’s shares at more than 1 baht. The company has already clarified to the SEC, leaving only the clarification to SET only.”
However, if there is no warning from the SET, the situation of NUSA that investors are watching right now It is inevitable that the plan to issue new shares in exchange for WEH shares allows them to hold an additional 30% from NUSA’s original 7% stake in WEH, and will increase to 37% if the capital increase deal is successful. As a result, the company was able to recognize WEH’s profit sharing into the financial statements, increasing to 2,000 million baht. If we estimate that WEH’s profit this year will be 6,000 million baht, which will cause NUSA’s performance to turn around. come to profit including being able to pay dividends to shareholders After previously holding only 7% of WEH shares, the dividend was realized to 160 million baht.
Previously, NUSA executives claimed that the PP capital increase plan was in line with the company’s goal of expanding into the energy business. because it will make in the future The company will have revenues from 3 main businesses, namely health business. real estate business and energy business The health and energy businesses will become businesses that generate recurring income continuously. therefore confident that the business expansion into the energy business It will be a deal that is beneficial to the company.
For this capital increase, the company will use the share swap method (SWAP) of NUSA shares with the T1 group (about 40 existing shareholders of WEH). It is expected that if the capital increase is successful, the T1 group will hold shares in NUSA. The proportion is about 40%, while the shareholding of Thep Charoen Group in NUSA will be reduced to 10% from the original level of 20%, indicating that Thepcharoen group agreed to reduce the shareholding proportion.
However, the management confirmed that even if the company Unable to increase capital It doesn’t affect business operations. Because the company has more than 15,000 million baht in assets, which if some assets are cut off, it has the potential to pay debts. While the current debt burden is divided into approximately 3,000 million baht in debentures, approximately 1,700 million baht in debt for the construction of Legend Siam, and approximately 200-300 million baht in debt from financial institutions from subsidiaries.
Old works destroy credibility.
But in fact, many people think that even with the explanation of the NUSA executives, it will not help the company’s stock price to move back above the level of 1.00 baht / share. Came out to help clarify the ability of the company that is ready to solve various problems through social networking channels as well. That’s more because what happened before NUSA was a major factor in undermining the company’s credibility.
Looking back, NUSA’s background started as a backdoor company Thai Krieng Group Public Company Limited (TDT) entered the stock market. At that time, TDT was in bad shape due to the sluggish textile business. resulting in a chronic loss of performance. “Thep Charoen Group” by adjusting the business structure by throwing away the textile business Then turned to invest in real estate under the name of Ang Pao Asset Public Company Limited (PAO), which later changed its name again to Nusasiri Public Company Limited or NUSA at present
For the NUSA, that was under the leadership of “Thep Charoen Group” has continuously tried to expand the real estate business. especially the east side Including entering the health care business which is a megatrend Get the current love for health and the aging society. But I have to admit that NUSA’s real estate business does not show outstanding profit numbers. Plus came across the epidemic of the COVID-19 virus. came under pressure in the past 2-3 years, causing NUSA to try to reduce the real estate portfolio then turn to invade the health care business more along with another restructuring of major shareholders, with the “Kitti-Itsaranon Group” led by “Pradech Kitti-Itsaranon” becoming the major shareholder instead of “Thepcharoen Group” that gradually withdrew
Earlier this year, NUSA made a splash by announcing its stake in WEH by swapping stocks. Make NUSA’s portfolio include both healthcare and power businesses through WEH, which plans to invest in many power plants. Therefore, taking a majority stake in DEMCO of the company at the end of last year Therefore, it was claimed to be an extension of the electric power business. Including for the recovery of operating results
while a group of new shareholders like “Kitti-Itsaranon” received a large amount of money into his pocket, totaling 850 million baht, because “Thana Power Holding”, the seller to the company It also belongs to the “Kitti-Isaranon Group” as well.
In addition, “Pradech Kitti-itsaranon” holds shares in WEH with more than 50% of the registered capital and has complete management power of WEH. After the stock exchange game, that’s because NUSA, which Mr. Pradet’s group Already hold a large share Help to hold 8.04% of WEH shares
Meanwhile, during that time It must not be forgotten that the stock price of NUSA was dragged up from 39 satang without any fundamental factors supporting it. despite the fact that the company’s performance continues to lose and no business development that ensures that the performance will improve Not only that, but NUSA minority shareholders will have to bear an additional 3,939 million shares, increasing the earnings denominator. even though the company already has a loss That inevitably means the stock price is going down.
“Kitti Isaranon” receives benefits often.
These help reflect how previously paid deposits to buy other company stock or purchase any assets of NUSA have been caught in the eye. It may be one of the channels to transfer money from listed companies. Although unable to determine whether there was a real money transfer or not Including not being able to prevent investors from being suspicious of their behavior
Because many years ago, NUSA had a lot of stock or asset acquisition transactions that were suspected. by a lot of money Lots of capital increase stocks taken away from the company But the income back to the company is minimal. resulting in continuous loss for up to 5 years
At the same time, buying shares or buying assets of NUSA is often involved in the same alliance group. The most beneficiaries tend to be the group Mr. Pradej Kitti-Itsaranon big investor which controls absolute power in WEH and USA
Not only this, NUSA stocks have always been hotter when there are special agendas, such as in early 2022, where NUSA issued 3,939 million shares to exchange for WEH shares in the amount of 8.75 million shares or 8.04% in the proportion of 1 WEH share in At a price of 405 baht per share, exchange for 450 million NUSA shares at a price of 90 satang per share, causing the price of NUSA shares to be dragged up to a maximum of 1.83 baht before falling down until the last move was 50 satang, while investors who played in many shares suffer severe pain Like shares of Demco Public Company Limited or DEMCO, which was dragged up to 6.45 baht from the news, NUSA bought 170 million shares of DEMCO at a price of 5 baht per share from Thana Power Holding Company Limited. which is a company in the WEH group and members of the Mr. Pradej family
And after trading shares at the end of 2022, NUSA asks shareholders to ratify the share purchase transaction. But the Independent Financial Advisor disagrees that because the conditions for buying shares are not appropriate With the purchase of DEMCO shares, there is a knot because NUSA does not have financial liquidity, but Thana Power as a seller returns a loan of 600 million baht, an interest rate of 8.75% per year for NUSA to buy shares.
On the other hand, DEMCO does not pay shareholders dividends, but NUSA has to pay interest and shares purchased. Including a loss of more than 340 million baht because the latest DEMCO share price has fallen below 3.00 baht, reflecting that the seller group has already taken profits. ready to leave the burden of loss for NUSA shareholders to bear
hope not repeat STARK
There is also a transaction that Nusa CSR Co., Ltd., a company in the NUSA group, bought 4 million shares of Nusa Regent Siam Co., Ltd. or 100% of the registered capital at a price of 1,700 million baht at the end of 2021. NUSA had to increase capital for “Nusa CSR” and the performance was as bad as the parent company in 2022, with a loss of more than 1,200 million baht and causing negative shareholders’ equity. Therefore, it is not surprising that every action of the company will be monitored by the Stock Exchange of Thailand. because he feared that fate May end up like Stark Corporation Public Company Limited or STARK
Therefore, if NUSA’s asset purchase and sale transaction has the SEC rushing to clean up or speed up the investigation surround the stall before the cows disappear Maybe it will help the minority shareholders of almost 10,000 do not have to end up looking like STARK’s minority shareholders.
found that capital increase is not lacking
What’s more interesting is that NUSA’s capital-raising behavior has been consistent since Black Door went public. It was found that there was almost no lack of capital increase every year. The sale of capital increase shares in the form of PP or specific form to partners It is the formula for using other people’s money or OPM to expand the business without spending a lot of money. It is a specialty of NUSA’s major shareholders who focus on doing business by creating parallel stability. in private business and public company business that he and his family held a large share of the company until he became chaotic and is often called upon to clarify
In addition, this kind of capital increase It made many people think that It is a filling that is never full. While the main reason cited It’s inevitable that The company needs to use working capital. and investment in the project
Therefore, to sum it up, it’s not too surprising. When the SET will come out to warn investors to study information before investing, it’s when NUSA is considered a regular customer of the SEC and the SET who are often called to use the service. only this marriage The SET only released first. As for NUSA, if you don’t want the stock price to drop drastically. Just do something to make it clear so that it doesn’t affect the big project that you have dreamed of.
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