SPCG Public Company Limited (SET: SPCG), Thailand’s pioneering solar farm developer, has undergone a sweeping change of control after its founding shareholder, Dr. Wandee Khunchornyakong Juljarern, sold her entire stake to a group of investors linked to the Jaruthavee family and veteran investment banker Vorasit Pokachaiyapat, triggering a mandatory tender offer for the rest of the company.
The Deal
In a filing to the Stock Exchange of Thailand dated 20 August 2026, SPCG’s board acknowledged that it had received notice from the buyer group — Mr. Vorasit Pokachaiyapat, JRT Green Energy Company Limited, Premia Global Limited and Premia Global Thai Company Limited — confirming share purchase agreements covering 606,690,726 shares, equal to 57.46% of the company’s total issued and paid-up shares.
The sellers included Dr. Wandee, who previously held 486,551,676 shares (46.08%) and has now exited completely, as well as Japan’s Kyocera Corporation, which sold off its entire 6.01% stake, and several other existing shareholders including Ms. Rachaneewan Akharawikrai and Mr. Chokchai Settheewan.
Following the transaction, the new major shareholder structure stands as follows:
| Shareholder | Shares Held | Stake |
| JRT Green Energy Company Limited | 265,888,888 | 25.18% |
| Premia Global Limited | 225,888,888 | 21.40% |
| Mr. Vorasit Pokachaiyapat | 74,610,050 | 7.07% |
| Premia Global Thai Company Limited | 40,302,900 | 3.82% |
| Ms. Rachaneewan Akharawikrai | 29,073,000 | 2.75% |
Combined, the buyer group’s four entities now control a majority stake of roughly 57.46%.
Who’s Behind the Buyer Group
While SPCG’s formal disclosure names Mr. Vorasit Pokachaiyapat and the JRT/Premia entities as the purchasers, market sources point to two distinct camps behind the deal.
The first is tied to the Jaruthavee family, a capital-markets and property investor group already known for its stake in XSpring Capital Public Company Limited (XPG). JRT Green Energy — now SPCG’s single largest shareholder with 25.18% — is understood to be a vehicle connected to the family. Mr. Kriangkrai Jaruthavee, a brother of the family’s better-known figure Mr. Thosapong Jaruthavee, has been named in the filing as a concert party required to join the mandatory tender offer. Separately, Mr. Kriengsak Jaruthavee has been appointed as a new SPCG director.
The second camp is led by Vorasit Pokachaiyapat, a senior figure at FNS Holdings Public Company Limited (formerly Finansa Public Company Limited) and an executive at M.K. Real Estate Development Public Company Limited (SET: MK), with a background in investment banking and private equity. He holds a 7.07% direct stake and, together with his Premia Global and Premia Global Thai vehicles, controls just over 25% of the company.
Mandatory Tender Offer to Follow
Because the acquisition crossed the 50% trigger point on business takeovers, the buyer group — together with concert party Mr. Kriangkrai Jaruthavee — is now required to launch a mandatory tender offer for all of SPCG’s remaining shares. The offerors said they intend to file an official form with the Securities and Exchange Commission by 1 September 2026.
The new owners have stated they have no plans to delist SPCG from the SET and do not intend to make any material change to the company’s core business over the next 12 months, though they may review business policy and explore new opportunities “taking into account the best interests of the company.”
Board Overhaul
The change of control came with an immediate reshuffle of SPCG’s leadership. Three directors resigned effective 20 August 2026: Dr. Wandee (Chairperson), Ms. Omsin Siri (Chief Executive Officer), and Mrs. Prasertsuk Patoonsittichai (Independent Director), the latter citing rising personal commitments.
In their place, the board approved four new appointments effective the same day:
- Mr. Numchai Lowattanatakul — Chairperson and Independent Director
- Mr. Allen Ya-Lun Wang — Director
- Mr. Kriengsak Jaruthavee — Director
- Mr. Wutthichai Tankuranand — Senior Executive Vice President, Accounting and Finance (CFO)
A further three appointees — Mr. Porntat Amatavivadhana, Mr. Kurkye Wong and Mr. Arnold Tin Chee Ip — take up director and independent director roles from 21 August 2026.
