The existing regulations for newly issued share offering through PP require that listed companies submit an application for approval to the SEC and disclose material information related to the offering in the shareholders’ meeting notice for the benefit of investors’ decision making. The main purpose is to enhance protection for the existing shareholders and prevent offering of benefits to any particular person to reduce inappropriate PP offering.  

The SEC is proposing to amend the PP offering regulations to further enhance efficiency of such offering and maintain sufficient investor protection.  

Essentially, the proposed amendments to the PP offering regulations would: 

(1) Cancel the approval application procedure, retain information disclosure in the shareholders' meeting notice, and require the opinion of an independent financial advisor ("IFA") in the event of major changes;  

(2) Allow the remaining shares from the preferential public offering (PPO)* to be offered for sale through PP (equivalent to right offering (RO)) to give the private sector more funding flexibility while maintaining the ability to meet the targeted fund; and  

(3) Revise the current market price calculations, which are inconsistent due to different criteria for different types of securities offering, to be in line with the same definition to improve clarity and practicality. 

The consultation paper is available at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=779. Stakeholders and interested parties are welcome to give comments and suggestions via the website or email: corporat@sec.or.th.  The public hearing ends on 10 March 2022.  

                                                                       _________________________________

Remarks: 

* Regulatory Guillotine is the regulatory review of the existing laws and regulations. The reviewed laws and regulations that are not necessary or do not keep pace with situations or remain obstacles to livelihoods or engagement in occupations will be abolished or revised to lessen burdens on people. By doing so, methods used must be done with speed, transparency, low costs with participation of all related parties.    

** A preferential public offering (PPO) is a general offering of newly issued shares exclusively to the existing shareholders at a subscription amount not exceeding their holding proportion. PPO requires approval of the shareholders’ meeting and the newly issued shares must be offered to every shareholder indiscriminately except any shareholder who, after share subscription, would cause the company to comply with foreign law.