Thai SEC Debt Instruments Licensing


On Mar. 14, Thai SEC drafted criteria for issuing debt instruments.


  • Thai SEC proposed rules to improve criteria for granting permission to issue and offer debt securities and disclosure of information, so investors can make better decisions.
  • Permission Criteria
  • Improve the criteria for debt issuers with existing bonds or debentures that are in the process of being extended, or have postponed or are defaulting on its debt payments.
  • Aforesaid firms can only issue new debt instruments in the form of subordinated bonds and the name of the bond must be clearly stated in certain circumstances.
  • Namely, where the issuer is undergoing a moratorium or extension of maturity, or alternatively is in the process of defaulting on repayment of bonds/debentures.
  • Upgraded the criteria for preparing financial statements in the case of requesting permission to issue debt instruments to ultra high net worth/high net worth investors.
  • For debt instruments offered to high net worth investors, the financial statements must be prepared according to standards for financial reporting of public interest entities.
  • Sale of high-risk debt securities must be clearly stated as being high-risk bonds.
  • Disclosure Criteria
  • Entities must report on the use of money received from debt instrument offerings.
  • The types of objectives for using the aforesaid funds must be more comprehensive, and entities must issue reports on use of funds, including objectives, every six months.
  • Plus, duties on issuers to report violations of financial covenants per Thai SEC rules.
  • Improved criteria for disclosing financial ratios, and for high-risk debt instruments; and improved disclosure of important information that may affect investors' decisions.
  • Effectiveness
  • Stakeholders can submit comments until Apr. 11, 2024.
  • Apr. 30, 2024 Implementation
  • On Apr. 30, 2024, Thai SEC issued four announcements on debt instrument issuance.
  • Follows Thai SEC Sep. 2023 revised rules re offering new debt securities, #184683.
  • Include requesting permission and granting permission to offer newly issued debt instruments for sale to a limited number of persons, as well as sale of newly issued debt instruments and derivative warrants of securities issuing companies.
  • Rules, conditions and methods for reporting the disclosure of information regarding the financial position and operating results of companies that issue securities; forms.
  • Filing of the registration statement for the offering of debt securities, revised forms.
  • Criteria/methods for preparing a summary of important information of instruments.
  • The announcements will be effective from Aug. 1, 2024.
  • Documents dated Apr. 30, 2024, received from Thai SEC May 3, summarized on May 7.
  • Apr. 30, 2024 Amendments
  • On Apr. 30, 2024, Thai SEC issued an announcement to revise disclosure reporting of companies that issue debt instruments after the offering of debt instruments.
  • Includes additional clause on where firm is unable to comply with the requirements for maintaining financial ratios as specified in financial covenants, effective from Aug. 1.
  • Document dated Apr. 30, 2024, received from Thai SEC May 7, summarized on May 9.
  • May 17, 2024 Press Release
  • On May 17, 2024, Thai SEC issued a press release regarding the improved criteria for granting permission to issue/offer debt securities and the disclosure of information.
  • Changes aim to provide investors with clear, systematic, easy-to-follow information.
  • The change is effective Aug. 1, 2024.
  • Jun. 25, 2024 FAQs
  • On Jun. 25, 2024, Thai SEC submitted a set of FAQs regarding upgrading the criteria for granting permission to issue and offer debt securities and disclosure of information.
  • Thai SEC also issued a summary of the report that debt instrument issuers must submit after the offering of debt instruments alongside the published FAQs.
  • Jun. 25, 2024 Classification of Customers
  • On Jun. 25, 2024, Thai SEC issued a circular on sale and provision of services re investment units and debt instruments to high net worth investors, retail investors.
  • To ensure that investors have the qualifications, financial status, knowledge and understanding to receive advice about products that have higher risk or complexity.
  • Business operators have a duty to conduct KYC procedures and suitability tests before opening an account to provide services, or before offering products to customers.
  • Ultra high net worth/high net worth customers should be evaluated in the same way as retail investors, except in the case of a legal entity that opts out of such evaluation.
  • Business operators must only present products that are suitable for the customer.
  • Document dated Jun. 25, 2024, received from Thai SEC Jun. 27, summarized on Jul. 1.

Regulators Thai SEC
Entity Types B/D; Corp
Reference Cir (W) 38/2567, (W) 6/2567, FAQ, 6/25/2024; PR 100/2567, 5/17/2024; RF SorJor. 13/2567, RF TorChor. 13/2567, 14/2567, 15/2567, 16/2567, 4/30/2024; PR 60/2567, CP 13/2567, 3/14/2024;
Functions Accounting; Advertising; Compliance; Financial; Legal; Registration/Licensing; Reporting; Sales Practices; Suitability
Countries Thailand
Category
State
Products Corporate; Derivatives; Fixed Income; Issuance/IPO
Regions AP
Rule Type Final
Rule Date 3/14/2024
Effective Date 8/1/2024
Rule Id 204582
Linked to Rule :184683
Reg. Last Update 6/25/2024
Report Section International

Last substantive update on 07/02/2024