The Securities and Exchange Commission (SEC) has instructed Advanced Connection Corporation Public Company Limited (SET: ACC) to provide additional information regarding its issuance and offering of newly issued shares for private placement (PP) to the SEC by 1 April 2026, and to publicly disclose such information via the Stock Exchange of Thailand’s Electronic Listed Company Information Transmission System (SETLink).
Earlier, the Board of Directors of ACC, at its meetings held on 20 February 2026 and 2 March 2026, resolved to propose to the shareholders’ meeting for consideration and approval the issuance and offering of 700 million newly issued shares under the PP at an offering price of
THB 0.50 per share (par value of THB 0.25 per share), with a total offering value of not more than THB 350 million.
The PP shares are proposed to be allocated to three investors (PP investors), namely:
- Sky Avia Trading Co., Ltd. (Sky Avia), which was incorporated on 4 September 2024;
- Heli Asia Trading Co., Ltd. (Heli Asia), which was incorporated on 14 August 2024; and
- Mr. Wichai Wanavit.
Upon completion of the PP allocation, the above three PP investors would hold shareholding proportions of 3.10 percent, 20.15 percent, and 3.88 percent, respectively.
Based on the information disclosed by ACC, the sources of funds of Sky Avia and Heli Asia are derived from related companies within the investor group, and Sky Avia and Heli Asia are interrelated in a manner constituting persons acting in concert (concert party), with Mrs. Wee Lee Lian being their common ultimate shareholder. She holds a controlling shareholding in Sky Avia both directly (80 percent) and indirectly (15 percent through Sky Avia Trading Pte. Ltd.), and likewise holds a controlling shareholding in Heli Asia both directly (80 percent) and indirectly (15 percent through Heli Asia Trading Pte. Ltd.).
In this connection, Sky Avia Trading Pte. Ltd. and Asia Trading Pte. Ltd. are companies incorporated in Singapore, in which Mrs. Wee Lee Lian holds a 100 percent shareholding in each company.
In this regard, the proposed acquisition of ACC shares by the group of persons referred to in items (1) and (2) above would result in a combined shareholding of 23.25 percent, representing the largest shareholding proportion in ACC. However, there remains a lack of sufficient clarity regarding the criteria applied by ACC in selecting PP investors, including the procedures for verifying their qualifications and experience; the benefits expected to be derived by ACC from the issuance and offering of PP shares to such persons; and information on shareholders with managerial control over ACC.
Furthermore, there are concerns regarding the adequacy and completeness of the information supporting the opinions of the Board of Directors of ACC in determining that the transaction was undertaken in the best interests of ACC, as well as the verification of information relating to persons connected with the three PP investors mentioned above.
The above information constitutes material information that may affect the rights and interests of shareholders or investors’ investment decision‑making. However, ACC has not yet accurately and completely disclosed such information, which may result in shareholders not having sufficient material information to make informed voting decisions on the relevant agenda items.
\Accordingly, pursuant to Section 58(1) of the Securities and Exchange Act B.E. 2535 (1992), the SEC has instructed ACC to clarify the facts in relation to the above matters, together with additional supporting documents concerning the consideration of the PP capital increase, and to submit such information to the SEC by 1 April 2026, as well as to publicly disclose the information via SETLink.
