# SEC orders NEWS to clarify non-disclosure of the dilution effect of the sale of warrants

- Link: https://www.thailand-business-news.com/markets/138430-sec-orders-news-to-clarify-non-disclosure-of-the-dilution-effect-of-the-sale-of-warrants
- Published: 2024-04-30T15:15:11+07:00
- Author: SiamNews PR

**SEC ordered NEWS to clarify the dilution effect of NEWS-W8 warrants by 29 April
2024 due to non-disclosure in the AGM 2024 notice. Compliance with regulations is
required.**

---

The Securities and Exchange Commission (SEC) has ordered News Network Corporation
Public Company Limited (NEWS) to provide clarification within 29 April 2024 regarding
the company’s non-disclosure of the dilution effect of the offer for sale of the
NEWS-W8 warrants and the underlying shares in the notice of the annual general shareholders’
meeting (AGM) 2024 and disclose the information through the Electronic Listed Companies
Information Disclosure System of the Stock Exchange of Thailand (SETLink) as well
as inform the shareholders at the AGM 2024.

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On 11 April 2024, NEWS published the AGM 2024 notice together with supporting documentation
on the company’s website. The meeting agenda covered the consideration for approval
of an increase in registered capital of NEWS to offer for sale ordinary shares in
a private placement at an amount not exceeding 90,994,520,700 shares and the exercise
of NEWS-W8 warrants at the amount of 39,328,943,670 shares. The company will allocate
NEWS-W8 warrants to the existing shareholders in proportion of their shareholding.
The AGM 2024 will be held on 30 April 2024.

The issuance of NEWS-W8 warrants to existing shareholders must comply with the regulations
specified in the Notification of the Capital Market Supervisory Board No. Tor Jor.
34/2551 Re: Application and Approval for Offering for Sale of Warrants and the Underlying
Shares, dated 15 December 2008. However, the SEC has found that NEWS failed to disclose
the dilution effect of NEWS-W8 offering on the shareholders in the AGM 2024 notice
that included the agenda for the approval of the warrants and the underlying shares.
The failure to disclose such information resulted in non-compliance with the said
Notification.   

Since the meeting notice may have incomplete information related to the dilution
effect, this could impact the shareholders’ rights and decision making. Therefore,
by virtue of Section 58(2) of the Securities and Exchange Act B.E. 2535 (1992), 
the SEC has ordered NEWS to clarify the related facts and the company’s further 
action. Additionally, NEWS must disclose this clarification through the SETLink 
by 29 April 2024 and concurrently inform the shareholders of the incomplete disclosure
of the dilution effect in the meeting notice. 

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**Source** : [SEC orders NEWS to clarify non-disclosure of the dilution effect of the sale of warrants and the underlying shares in the AGM 2024 notice](https://www.sec.or.th/EN/Pages/News_Detail.aspx?SECID=10765&rand=113627)
