Bangkok, 7 May 2020 – SEC is warning the public to examine information carefully before deciding to invest with a company that claims it can offer shares for sale without approval requirement since such offering may not be in compliance with SEC regulations.
SEC Public Service Center has been receiving many inquiries and information about public solicitation for investment in shares of PB. Smart Farmer Plc. Such solicitation contains information leading the public to believe that the said company is: (1) a social enterprise thus allowed to make a public offering without the requirement to obtain approval or file a registration statement with SEC, and (2) an SME or a startup thus allowed to raise fund in both the primary and secondary markets as well as to make a private placement and a public offering without the requirement to obtain approval or file a registration statement with SEC.
SEC hereby clarifies that any issuance and offering for sale of shares of a limited company or a public limited company in the form of private placement or public offering must be in compliance with the SEC regulations. In case of a social enterprise, a waiver of approval application and filing with SEC can only be granted if the offeror is a social enterprise registered and certified by the Office of Social Enterprise Promotion (OSEP) pursuant to the Social Enterprise Promotion Act B.E. 2562 (2019), as specified in the SEC regulations.* The list of registered social enterprises is available at http://www.dsdw2016.dsdw.go.th/se-news/.
In case of a private placement by an SME, a waiver of approval application can only be granted to a limited company that has the SME characteristics, as defined in the Ministerial Regulation concerning the Determination of Characteristics of Small and Medium-Sized Enterprise B.E. 2562 (2019), and registers in the Capital Market Fundraising Promotion Project for SME (PP-SME).** The Office of Small and Medium Enterprises Promotion (OSMEP) has published the List of Registered PP-SME Participating Entities at https://www.smeone.info/category-detail/9365. In addition, an offering eligible for a waiver of approval application must be private placement only to specified persons in the SEC regulations*, for example, Institutional Investor (II), Private Equity (PE) or Venture Capital (VC), and must not be advertised to the general public.
In any case, the websites of OSEP and OSMEP do not show the name of the said company on the List of Registered Social Enterprises and the List of Registered PP-SME Participating Entities, respectively (as of 7 May 2020). Therefore, the said company’s offering of either newly issued shares or shares of the existing shareholders to the general public must obtain prior approval from SEC or the offeror must have the characteristics as specified by SEC before proceeding with the offering. SEC advises the public to examine the information in this matter carefully and thoroughly before making any investment decision. For further inquiries, please contact SEC Help Center at 24-hour Hotline 1207. Summary of regulations on share offering by social enterprises and related information are available at https://www.sec.or.th/TH/Pages/LawandRegulations/SE-Offering.aspx. Summary of regulations on private placement by SMEs is available at https://www.sec.or.th/TH/Pages/LawandRegulations/SME-PP.aspx.
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Notes:
*- Notification of the Securities and Exchange Commission No. Kor Jor. 18/2551 Re: Exemption of Filing of Registration Statement for Securities Offering: http://capital.sec.or.th/webapp/nrs/data/5364s.pdf
- Notification of the Capital Market Supervisory Board No. Tor Jor. 1/2563 Re: Exemption for Share Offering of Social Enterprise Being a Limited Company in General Case or to the General Public: http://capital.sec.or.th/webapp//nrs/data/8351s.pdf
- Notification of the Capital Market Supervisory Board No. Tor Jor. 17/2563 Re: Private Placement of Newly Issued Shares of Small and Medium-Sized Enterprise: http://capital.sec.or.th/webapp/nrs/data/8412s.pdf.
** The PP-SME Project is a collaboration between SEC and OSMEP to promote greater access to sources of fund for SMEs via the capital market by way of private placement of shares and convertible debentures without the requirement for approval application.