2-2-2024 (BANGKOK) The Stock Exchange of Thailand (SET) has issued a directive to JKN Global Group (JKN), urging the company to provide clarification by next Tuesday regarding its recent shareholder restructuring and the divestiture of shares to a strategic partner. The SET highlighted discrepancies between the information provided by JKN and its filings with the bourse.
In a statement released on Thursday, the SET requested JKN, the owner of the Miss Universe Organization (MUO), to elucidate the reasons behind the restructuring of its holding in JKN Legacy. This restructuring involved a shift from direct to indirect shareholding shortly before the company sought rehabilitation through the Central Bankruptcy Court.
According to the SET, JKN undertook the restructuring of its holding in JKN Legacy, transitioning from a 100% direct subsidiary to a 100% indirect subsidiary through JKN Global Content on October 11, 2023. This move followed the company’s default on payment of 452 million baht worth of debentures on September 1.
On October 20, JKN’s executive committee approved the sale of 50% of shares in JKN Legacy by JKN Global Content, formalizing the agreement through a complete share sale and purchase contract on the same day.
Subsequently, on November 7, JKN’s board of directors resolved to file a petition for business rehabilitation, which was accepted by the court two days later.
On January 22, JKN notified the SET about media reports regarding the planned sale of the MUO business, expressing expectations for a conclusion on the matter in the future.
The following day, JKN disclosed the decision of its board meeting, acknowledging the executive committee’s resolution to sell 50% of total shares in JKN Legacy for US$16 million (582 million baht). The sale would occur in three instalments in December 2023, May 2024, and September 2024, with share transfer upon receipt of the final payment.
In response to queries, JKN clarified on January 29 that JKN Global Content had the authority to transfer traded shares, as prohibitions under the business rehabilitation applied only to JKN. The company also stated that approval for the sale of JKN Legacy shares fell within its authority, as it involved a subsidiary with less than 15% of its shareholding.
JKN indicated intentions to utilize proceeds from the sale to enhance liquidity, provide working capital for subsidiary operations, and support the company’s rehabilitation plan.
The SET’s statement highlighted discrepancies in JKN’s disclosures, noting inconsistencies between the company’s statements on January 22 and subsequent clarifications. The bourse sought clarification from JKN regarding the structural changes, the implications of sale proceeds under the rehabilitation process, and the progress of sale payments.
JKN has been instructed to provide clarification via the SET’s disclosure system by February 6, with inputs from its board of directors expected by February 15, the SET concluded.
