เจาะลึกดีล CPALL โยก 3 บริษัทย่อย ทำ Virtual Bank ใครได้-ใครเสีย | THE STANDARD WEALTH

The discussion centers on CP All's decision to move three subsidiary companies under its control to a virtual banking entity, a move initiated by the central bank. There's considerable misunderstanding regarding this decision, particularly concerning the role of independent directors. It's clarified that the resolution was not passed by independent directors alone, but by a majority of the 14 committee members on CP All's board who had no vested interest, excluding the three members with the surname Charoenphon who might have a conflict of interest. This suggests that the board's initial reluctance to approve the integration was not solely from independent directors but from a broader group of committee members. The unusual nature of this meeting is highlighted, as the board's resolution stemmed from shareholder input rather than an internal decision. This indicates that the proposal to shift the business group to Virtual Banking was not directly the opinion of the CP board itself. The core reason for this restructuring is attributed to the Bank of Thailand's regulatory requirements for virtual banking licenses. When CP Group bid for a virtual banking license, the central bank mandated that all financial services within the group, especially those where CP had controlling power, should be consolidated to ensure proper regulation and prevent conflicts of interest. This condition was likely a key factor in the central bank's directive. The speaker explains that CP itself might not have directly commented on this matter because it wasn't their initial strategic move. Instead, it was a requirement from the regulator to ensure proper oversight and prevent unconventional practices within a single business group. The proposal involves structuring a business by attracting companies with various financial licenses, such as Counter Service, Play Smart Card, and CP Extra, and bringing them together. The inclusion of CP Extra, which holds shares in Lotus, is clarified by explaining that Lotus acts as an agent for payment reception and processing, which is considered a financial service, hence its inclusion in the virtual banking structure. The potential synergy and benefits of this consolidation are discussed. While the initial phase might involve losses, the move is expected to benefit ACM, the Virtual Banking company, by integrating businesses that already possess strong cash flow and extensive customer databases. This consolidation is anticipated to achieve economies of scale more rapidly. However, there's uncertainty regarding the financial implications for retail stock investors. The lack of detailed information in the press release about the structure, such as whether it's considered a purchase and how payment will be made (e.g., with ACM shares and at what percentage), is a concern. The speaker suggests that the company's initial stance was to maintain the existing structure, implying that the current move is primarily regulatory-driven rather than a proactive strategic decision by CP. Looking ahead, a shareholders' meeting is scheduled for May 29th to vote on this matter. Investors are advised to pay close attention to the independent financial advisor's (IFA) report, which will assess the actual value of the assets being moved and the payment structure. However, based on current observations, the speaker believes it's unlikely that the transfer will proceed as initially proposed, given the company's apparent reluctance. The speaker addresses why management might not favor this move. Firstly, CP's current financial services, such as payment collection at 7-Eleven, benefit from both neutrality and premium charges. Being fully regulated under a virtual bank might reduce their flexibility and introduce more competition. For example, 7-Eleven currently prioritizes True Money for payments, and full integration under a virtual bank might necessitate more openness to other payment methods like PromptPay, potentially diminishing their competitive advantage. Secondly, the shift means CP All will hold shares in ACM, and it's uncertain when Virtual Banking will become profitable. The immediate impact will be a loss of profit from the cash flow of the transferred assets, which would have supported Virtual Banking, affecting financial performance for the first 2-3 years. These combined factors likely contribute to the company's disinclination towards the move. For investors considering CP and CP Extra shares, CP is recommended as a strong buy. Despite first-quarter purchasing power issues, its financial performance remains robust, and it's a pro-economy company benefiting from consumer spending and foreign tourism. CP Extra, however, is considered less appealing due to weak purchasing power impacting its wholesale business, despite policies like the "half-half" scheme. Its performance has deteriorated, unlike CP and Mac versions which are doing relatively well. Finally, the discussion revisits the central bank's directive and the board's initial disapproval. The speaker believes that the central bank's perspective is that the proposal should be considered, but since the subsidiary company is publicly listed and not 100% controlled by CP, the decision ultimately rests with all shareholders, including minority shareholders. If minority shareholders do not approve the relocation, CP can explain to the central bank that it made its best effort but could not proceed due to shareholder disagreement, as it doesn't own 100% of the asset. In this scenario, the company would not incur any losses, as the benefits on CP's side would remain unchanged. Therefore, regardless of whether the shift happens or not, the company is not expected to suffer negative consequences. If it moves, the banking side benefits; if it doesn't, the company retains its current advantages. The overall recommendation for CP (Common Stock) from UOB KN Thailand is to buy, while for Extra, analysts generally recommend holding.