The SEC reviewed the principles for overseeing bills issued as securities to ensure compliance with the intent of the Securities and Exchange Act B.E. 2535 (1992) and consistency with the current business practices of the private sector. As a result, the regulations concerning the determination of the characteristics of bills issued as securities have been amended. According to the revised characteristics, bills deemed as securities mean: (1) bills of exchange and promissory notes payable or issued by a company and given to the creditor or the buyer as evidence of rights under the bills. Additionally, such bills must be accompanied by solicitation or advertisement of the issuance of the bills for the purpose of raising fund from more than 10 entities at any given time, including individuals holding the bills issued by a company at the full amount not yet redeemed*.  

The SEC is therefore proposing to amend the regulations concerning offering for sale of bills. The key points of the proposed amendments are as follows:  

(1)  Amending the regulations for issuance and offer for sale of bills through Private Placement10 (PP10)** in accordance with the revised regulations for oversight of bills issued as securities;  

  (2)  Revising the provisions related to bills to enhance clarity.  

The consultation paper is available at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=972. Stakeholders and interested parties are welcome to submit comments and suggestions through the website or email: debt@sec.or.th. The public hearing ends on 9 February 2024. 

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Remarks:   

* Excluding bills having the Ministry of Finance as the aval accepter, the payer of the full amount, the aval accepter of the issuer at the full amount or the guarantor of the principal and interest at the full amount without conditions, as of the issue date of the bills, and bills issued by the Bank of Thailand.

** The offer for sale of bills through PP10 means an offer for sale of bills to investors according to any of the specific conditions as follows:   

1) an offer for sale to no more than 10 institutional investors during any period of four months;  

2) an offer for sale to no more than 10 ultra-high net worth investors or high net worth investors, with a collective total amount not exceeding 50 million baht, at any given time. 

In any case, the number of bills offered shall not exceed a total of 10 bills at any given time, regardless of whether the total number of investors reaches 10.