On Dec. 24, Thai SEC revised rules on application for offering shares.
Thai SEC amended rules re application for and permission to offer newly issued shares.
Follows Thai SEC Dec. 2019 amended rules on request, grant of permission, #68743.
Document dated Dec. 24, 2024, received from Thai SEC Dec. 26, summarized Dec. 30.
Amendments
Added the definition of a live exchangecompany which refers to a public limited company whose shares are listed on the stock exchange.
The offering of newly issued shares by the live exchange company for the purpose of listing the company's shares as listed securities on Thai SET or the Market for Alternative Investment (MAI) shall be in accordance with the specified criteria.
Financial statements and consolidated financial statements for the last 3 fiscal years and the financial statements for the last quarter before submitting the application must be correct, reliable, and and comply with the criteria in clause 18.
The applicant must demonstrate that the person assigned direct responsibility for overseeing the accounting or the personnel in the applicant's accounting department has knowledge and understanding of the applicant's accounting system.
This person must have worked in applicant's accounting department for at least 1 year.
This person must be responsible for preparing the applicant's financial statements and complete the latest financial statements submitted along with the application within specified timeframe for the application for offering newly issued shares.
The company shall send a meeting notice to call a shareholders' meeting to seek approval for the share offering; specified the content of the meeting notice.
In the case of the IPO of shares or the offering of newly issued shares by a live exchange company under provisions of clause 4, there must be an agreement with the persons who are offered the newly issued shares.
Where the price is at a price lower than public offering price within 6 months before the application for this offering, shares must be deposited with securities depository.
There must be a legal opinion from a legal advisor that such agreement is enforceable under the law, unless the acquisition of such shares at a lower price resulted from a transaction that occurred at least 12 months before the acquisition of those shares.
Effectiveness
The amendments will be effective from Jan. 16, 2025.
On Dec. 24, 2024, Thai SEC revised rules on offering securities by firms, see #238489.
