Detail Content
Debt Securities
Subordinated Instruments for Capital of Commercial Banks ('Basel III-compliant Instruments')
| Private Placements to Limited Number of Investors
(PP - 10) | II & HNW[1] | PO[2] |
Approval | | | |
Qualifications and approval rules | - Application shall be submitted for an approval. The following qualifications will be considered: 1. Features[3] and the name of instruments comply with the requirements. 2. The transfer restriction is registered, including features of bonds, draft terms and conditions and a bondholders' representative appointment agreement (in case of secured Basel III-compliant Instruments/ Basel III-compliant Instruments with a bondholders' representative). | - Application shall be submitted for an approval. The following qualifications will be considered: 1. Features and the name of instruments comply with the requirements. 2. The transfer restriction is registered, including features of bonds, draft terms and conditions and a bondholders' representative appointment agreement (in case of secured Basel III-compliant Instruments/ Basel III-compliant Instruments with a bondholders' representative). | - Application shall be submitted for an approval. The following qualifications will be considered: 1. Financial statements shall be prepared in accordance with the Thai Financial Reporting Standards for Publicly Accountable Entities (PAEs). 2. The issuers shall not fail to file the financial statements or related reports to the SEC/ SET. 3. The directors and executives shall be listed on the database of directors and executives of the securities issuing companies. 4. The controlling persons shall not have any of the untrustworthy characteristics. 5. No record of breaches of regulations and laws (i.e. being currently subject to a criminal complaint or legal prosecution for an offense concerning property by a relevant agency, only for a cause arising from a deceitful, fraudulent or dishonest act, or having an application for an offer for sale of newly issued securities rejected by the SEC Office on a suspicious ground related to disclosure of information to the public and such information was incomplete, contrary to facts, insufficient for making an investment decision, or misled investors in a manner of concealing or disguise or making up non-existing facts. 6. No grounds to suspect that the directors, executives, and
major shareholders having other interest which may be in conflict with the best interest of the business or having benefits transferred from the business. 7. Not being in default om principal or interests of any debt securities or in default on a loan payment. 8. Not being in breach of the terms and conditions of the debt securities. 9. Features and the name of instruments comply with the requirements. |
Face value of bills | - | - | - |
Fast Track | - | - | - |
Period of time required in observing + considering the application | Observation and consideration period take 45 days and 30 days respectively. | Observation and consideration period take 45 days and 30 days respectively. | Observation and consideration period take 45 days and 30 days respectively. |
Application fees | 30,000 baht/each application. | 30,000 baht/each application. | 30,000 baht/each application. |
Disclosure of information (Filing) | | | |
Filing | - | Minimum requirements under section 69 – 70 of
the SEA. | Complete, sufficient and not misled. |
Factsheet form | - | Required. | Required. |
Additional disclosure in filing/factsheet[4] | - | - Key financial ratios. - Historical records of default on principal or interests of debt securities or default on loan payments, and breach of terms and conditions in the past three years. - Risks of business and investment in debt securities. |
Intermediaries performing the duties of product screening | - | Securities companies that sell debt securities (except for an offer for sale to II). | Securities companies that sell debt securities. |
Bondholders' representative | - | - | Required. |
MTN program | - | - | - |
Registration with the Thai BMA | - | Required. | Required. |
Ratings | - | Required (except for an offer for sale to II). | Required. |
[1] For an offer for sale to HNW: only subordinated
instruments classified as Tier 2 capital which have additional conditions that a
write-down/ a write-off may be performed after the capital decrease and in the
proportion that is not more than the capital decrease or instruments that have
been converted.
[2] Only subordinated instruments classified as Tier 2
capital which are convertible.
[3] Subordinated instruments shall have the following
features:
1) Having interest rates clearly specified;
2) Having payment arranged to be in Thai baht;
3) Not having the characteristics of structured notes (except there is a put option or the convertibility requirements);
4) In case of subordinated instruments that are convertible, the rates and price for which conversion can be made shall be clearly provided in the terms and conditions which shall be lower than 50 percent of the issuer's common stock prices prior to or during the offering, in accordance with the guideline of the Thai Bankers' Association (floor conversion price).
[4] Requirements for additional disclosure in filing/ factsheet are applicable only to the offer for sale to HNW or PO.
Related Manuals/ Guidelines
Summary of debt securities issuance guidelines (for structured notes, BASEL III-compliant instruments, bonds of government agencies and securitization bonds)
Debt securities issuance guideline for PP-10 (for structured notes, BASEL III-compliant instruments, bonds of government agencies and securitization bonds)
Debt securities issuance guideline for II & HNW (for structured notes, BASEL III-compliant instruments, bonds of government agencies and securitization bonds)
Debt securities issuance guideline for PO (for structured notes, BASEL III-compliant instruments, bonds of government agencies and securitization bonds)
Related Rules and Regulations
Related forms