Equity Instruments

Shares

Subscription, sale and allocation

Criteria for limiting the allocation of shares for Initial Public Offering (“IPO shares") which are allocated to sponsors and related parties (“RP") are prescribed to prevent concentrated allocation to sponsors and RP which will enable these groups to control the supply of shares in the stock exchange.

Such criteria may be summarized as follows:
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​​​1. Criteria for allocation of IPO shares

• The definition of “sponsors" – persons who have done favours which clearly benefit the company, such as customer, supplier, etc.

• The process of allocation of shares to sponsors

• The board of directors specifies the nature of f​avours
  The board of directors must specify the criteria for favours which benefit the company. 
  ​The criteria for allocation must not induce or lead to corruption or wrongful benefits to the company.

• CEO or MD makes a list of sponsors
  The Chief Executive Officer or the Managing Director (CEO or MD) must make a list of sponsors pursuant to the decision of the board of directors, with the characteristics of each sponsor. The company must arrange to have a monitoring process for the allocation to comply with the decision of the board of directors.  For instance, an internal auditor may be assigned to monitor the allocation, etc.
  
  

​​2. ​​Proportion of IPO shares being allocated​

• Sponsors: not more than 15 percent of the total number of IPO shares may be allocated to sponsors

• RP and staff of the company and subsidiary: not more than 25 percent of the total number of IPO shares, when combined with the proportion of IPO shares allocated to sponsors
  
  

• Disclosure of information on the allocation of IPO shares must be in filing, such as persons who will be allocated, the nature of relations and benefits, and the number of allocated shares
  
  

• The underwriter must examine and co-sign the report of shares allocation to sponsors (form 81-1-IPO 200) to certify that “the company has a monitoring process for the allocation of IPO shares to sponsors which complies with related criteria."

• The result of sale of IPO shares must be reported within 30 days after the closing date in the digital system of the SET
  
  

​​​5. Other criteria

• Criteria for authorizing IPO
  The past five years record must not contain doubt that information in filing and application is inaccurate or incomplete, or that important information which might affect the qualifications of the company is concealed.

• Offering price for PP is lower than IPO

1. ​​​​​after the date of application, the company is prohibited from offering to sell PP at a price lower than the IPO price.

2. during the six months period before submitting the application, if the company offers to sell PP shares at a lower price than IPO shares, such shares must be in silent period, except where the shares are derived from transactions during the 12-month period. For instance, debt restructuring with debt conversion into capital

​Duties after sale of securities

• Reporting the result of sales and exercise results

• Result of sales​
  

• ​​Exercise results​​​​

• Updating information: the securities issuing company has duties to submit:

• Quarterly financial statements (reviewed) within 45 days from the last day of the quarter

• Financial statements for the financial period (audited) within three months after the last day of the financial period (it can submit audited six month / annual financial statements within 60 days instead of submitting the 2^nd and 4^th quarterly financial statements

• Annual Registration Statements (form 56-1) within three months

• Annual Report (form 56-2) within 120 days

• Certification of Financial Statements (form 56-3)

• Summary of Auditors' Reports (form 61-4)

​The duties of the securities issuing company begin when filing comes into effect.
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• Report of securities holding of executives / auditors

• First report (form 59-1) within 30 days after the offer closing date / being appointed

• Report of changes in securities holding (form 59-2) within three working days from the purchase / sale / transfer of securities​
  Except – Rights offering (RO)
              -  Exercise of conversion right

 

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