the
company
history
FNS Holdings Plc, formerly known as Finansa Plc. (“FNS”), was incorporated in Thailand in 1989. The co-founders, Vorasit Pokachaiyapat and Eugene Davis, had previously worked together at Chase Manhattan (Thailand) where they oversaw the bank’s merchant banking activities. The original business of FNS was asset management… starting with a small fund that targeted direct investment opportunities in Thailand and the region. The breakthrough came in 1991 with the acquisition of a dormant gold mining concession in Vietnam, one of the first overseas investments to be made in Vietnam after the introduction of free market economic reforms (“Doi Moi”) by the Vietnam government. The company that owned this concession was later sold, successfully, to Robert Friedland who went on to form Indochina Goldfields Ltd. FNS’ experience in Vietnam led to the launch of the US$50 million Dublin-listed Vietnam Frontier Fund, targeting greenfield investments in Vietnam and this was followed by the launch of a US$25 million regional direct investment fund in 1996, later renamed Siam Investment Fund (“SIF”). With the onset of the Asian Financial Crisis in 1997, the investment environment was transformed and SIF’s mandate was changed to a focus on investing in high quality, listed companies that were in distress and significantly undervalued as a result. The breakthrough investment for SIF was leading a consortium of investors that recapitalised Thai Investment and Securities Pcl.(TISCO) (see “Past Investments”). Following the success of SIF in generating high returns from providing “solution capital”, FNS went on to launch Siam Investment Fund II, L.P., a US$56 million Private Equity Fund, with alternative investment group, Capital Z. Capital Z, which was based in New York, was a spin-off from the Zurich Group. Starting in 1989, the Fund went on to make a series of Private Equity investments in Thailand. With the Vietnam Equity Fund limited to a 10 year life, FNS launched the Vietnam Equity Fund in 2005. This fund target pre-IPO equitized state owned enterprises. The Asian Financial Crisis in 1997 also presented FNS with an opportunity to establish a presence in debt and corporate restructuring services. A separate business unit was created and operated under a Stock Exchange of Thailand sub-brokerage license. This business became Finansa Securities Ltd., which went on to acquire a full brokerage license and begin brokerage operations. In 2009, the brokerage operations of Finansa Securities Ltd. were merged with those of ACL Securities Ltd. and listed broker Syrus Securities Plc. to form Finansia Syrus Securities Pcl., with FNS as the single largest shareholder. Finansia Syrus went on to become a Top 3 broker in terms of market share in the Thai stock market. FNS retained the investment banking business under Finansa Securities Ltd.
Following the listing of the group in 2002, FNS broadened its footprint in financial services through acquiring a Finance License (under Finansa Credit Ltd.) and acquiring BFIT Asset Management Co.,Ltd., a mutual fund and provident fund management company, renamed Finansa Asset Management Ltd. The group’s expansion in financial services as an independent services provider proved particularly challenging from a regulatory, capital and markets perspective. The Global Financial Crisis exacerbated the situation with significant increases in costs related to technology and compliance. In the wake of the Global Financial Crisis in 2008/9, FNS management took the decision to exit the finance and domestic asset management businesses. FNS’ offshore fund management business was also impacted by the Global Financial Crisis and raising funds from international investors became significantly more challenging. As a result, management took the decision in 2014 to continue the Private Equity business of FNS using FNS’ balance sheet. The first significant investments were in MK Real Estate Development Plc.and in NEO Corporate Ltd. The opportunities in “Private Equity” style investing and potential to generate sustainable high quality earnings led to FNS management’s decision to exit Finansia Syrus Securities Plc. and Finansa Securities Ltd. Lack of earnings predictability is in the nature of brokerage and investment banking and FNS management felt that the capital deployed in these businesses could be better used elsewhere. FNS’ position in Finansia Syrus Securities Plc. was sold in December 2021 and Finansa Securities Ltd. was sold in May 2022. Following the sale of Finansa Securities Ltd., Finansa Plc. changed its name to FNS Holdings Plc.
Starting with a small fund that targeted direct investment opportunities in Thailand and the region. The breakthrough came in 1991 with the acquisition of a dormant gold mining concession in Vietnam, one of the first overseas investments to be made in Vietnam after the introduction of free market economic reforms (“Doi Moi”) by the Vietnam government. The company that owned this concession was later sold, successfully, to Robert Friedland who went on to form Indochina Goldfields Ltd. FNS’ experience in Vietnam led to the launch of the US$50 million Dublin-listed Vietnam Frontier Fund, targeting greenfield investments in Vietnam and this was followed by the launch of a US$25 million regional direct investment fund in 1996, later renamed Siam Investment Fund (“SIF”). With the onset of the Asian Financial Crisis in 1997, the investment environment was transformed and SIF’s mandate was changed to a focus on investing in high quality, listed companies that were in distress and significantly undervalued as a result. The breakthrough investment for SIF was leading a consortium of investors that recapitalised Thai Investment and Securities Pcl.(TISCO) (see “Past Investments”). Following the success of SIF in generating high returns from providing “solution capital”, FNS went on to launch Siam Investment Fund II, L.P., a US$56 million Private Equity Fund, with alternative investment group, Capital Z. Capital Z, which was based in New York, was a spin-off from the Zurich Group. Starting in 1989, the Fund went on to make a series of Private Equity investments in Thailand. With the Vietnam Equity Fund limited to a 10 year life, FNS launched the Vietnam Equity Fund in 2005. This fund target pre-IPO equitized state owned enterprises. The Asian Financial Crisis in 1997 also presented FNS with an opportunity to establish a presence in debt and corporate restructuring services. A separate business unit was created and operated under a Stock Exchange of Thailand sub-brokerage license. This business became Finansa Securities Ltd., which went on to acquire a full brokerage license and begin brokerage operations. In 2009, the brokerage operations of Finansa Securities Ltd. were merged with those of ACL Securities Ltd. and listed broker Syrus Securities Plc. to form Finansia Syrus Securities Pcl., with FNS as the single largest shareholder. Finansia Syrus went on to become a Top 3 broker in terms of market share in the Thai stock market. FNS retained the investment banking business under Finansa Securities Ltd.
Following the listing of the group in 2002, FNS broadened its footprint in financial services through acquiring a Finance License (under Finansa Credit Ltd.) and acquiring BFIT Asset Management Co.,Ltd., a mutual fund and provident fund management company, renamed Finansa Asset Management Ltd. The group’s expansion in financial services as an independent services provider proved particularly challenging from a regulatory, capital and markets perspective. The Global Financial Crisis exacerbated the situation with significant increases in costs related to technology and compliance. In the wake of the Global Financial Crisis in 2008/9, FNS management took the decision to exit the finance and domestic asset management businesses. FNS’ offshore fund management business was also impacted by the Global Financial Crisis and raising funds from international investors became significantly more challenging. As a result, management took the decision in 2014 to continue the Private Equity business of FNS using FNS’ balance sheet. The first significant investments were in MK Real Estate Development Plc.and in NEO Corporate Ltd. The opportunities in “Private Equity” style investing and potential to generate sustainable high quality earnings led to FNS management’s decision to exit Finansia Syrus Securities Plc. and Finansa Securities Ltd. Lack of earnings predictability is in the nature of brokerage and investment banking and FNS management felt that the capital deployed in these businesses could be better used elsewhere. FNS’ position in Finansia Syrus Securities Plc. was sold in December 2021 and Finansa Securities Ltd. was sold in May 2022. Following the sale of Finansa Securities Ltd., Finansa Plc. changed its name to FNS Holdings Plc.
corporate
group structure
49.5%
50%
22%
12.7%
30%
MK Real Estate Development Plc.
- Chuan Chuan (Residential Development)
- RAKxa (Wellness)
- Prospect Dev (Warehousing)
BFTZ Wangnoi Ltd.
- Developing new 88,0000sqm distribution centre for Siam Makro Plc. at Wangnoi
Prospect Logistics and Industrial Freehold and Leasehold REIT
- SET Listed REIT with total assets of C.Bt3,500mn
- Focus on Warehosuing and Logisitics
NEO Corporate Co. Ltd.
- Leading local manufacturer of branded household and personal care products. Principal brands include Fineline, BeNice and D’nee
Kanom Café Ltd.
- Operator of the Kanom café, bakery and restaurant chain, miot famous for its freshly baked egg tarts. Currently has 20 outlets in Bangkok.
Others;
HUGS Insurance (7.5%)
FB Food Service (6%)
board of
directors
executive
committee
audit
committee
MANAGEMENT TEAM OF FNS HOLDINGS
rank | major shareholders | %Shares |
1 |
Mr. Vorasit Pokachaiyapat |
49.45 |
2 | M.L. Suddhiman Pokachaiyapat |
8.39 |
3 | Mr. Watshira Tayanaraporn |
3.30 |
4 | Mr. Vichien Srimuninnimit |
2.74 |
5 | Viriyah Insurance Public Company Limited |
2.00 |
6 | Miss Yasinee Apitanotai |
1.70 |
7 | Mr. Wutthakarn Jira-Alongkorn |
1.32 |
8 | Mrs. Prakaikam Baikaew |
1.26 |
9 | Mr. Suchart Wangsawangkul |
0.74 |
10 | Mr. Ratien Srimongkon |
0.70 |
11 | Mr. Kiet Srichomkwan |
0.68 |
12 | Thai NVDR Company Limited |
0.67 |
13 | OCBC Securities Private Limited |
0.62 |
14 | Mrs. Jantana Rungtanakiat |
0.62 |
15 | Mr. Chaiyuth Pitakteeratham |
0.60 |
16 | Mrs. Suntree Numprasertchai |
0.57 |
17 | Credit Suisse AG, Singapore Branch |
0.57 |
18 | Others |
24.09 |
TOTAL | 100.00 |
The Company and the Board of Directors emphasize the importance of practicing good corporate governance as stipulated by the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. Compliance with good corporate governance principles is reviewed annually. The Board also reviews the Company’s corporate governance policy and report of compliance at least once a year.
the corporate governance policy
The Code of Conduct is intended to provide guidance for the conduct and supervision of employees of FNS Holdings PCL and its subsidiaries (the Group). The issues addressed and policies described here are primarily of a compliance, supervisory or regulatory nature. The Code of Conduct is neither a summary of, nor a substitute for, the laws and regulations governing the activities of the Group.
articles of association
the full code of conduct
In support of the government-backed Collective Action Against Corruption, FNS has initiated an internal policy designed to raise awareness of corruption within its organization and contribute to creating a clean business ecosystem in Thailand.
anti-corruption policy
corruption