Bangkok, 12 May 2022 – The Securities and Exchange Commission (SEC) is seeking public comments on a proposal to amend the regulations related to an offer for sale of repurchased shares to the existing shareholders in proportion to their shareholding or Right Offering (RO) and to directors and employees or Employee Stock Option Plan (ESOP), by exempting the filing of the registration statement. The proposed amendment aims to ensure efficient and cost-effective offering of repurchased shares.
Currently, public limited companies have more options for offering of repurchased shares other than trading on the Stock Exchange of Thailand (SET) and public offering. The options are in the forms of RO and ESOP. The SEC is therefore proposing to revise the regulations related to RO and ESOP of treasury stocks of public limited companies. In this regard, on 7 April 2022, the Securities and Exchange Commission Meeting No. 4/2565 passed a resolution approving the exemption from filing the registration statement with the SEC prior to the offering. This is to ensure that the offering of repurchased shares is efficient and cost-effective. Essentially, the proposed amendment applies to:
(1) RO of repurchased shares under a similar principle for supervision of an offering of newly issued shares to persons in the same group whereby the filing of the registration statemen is not required;
(2) ESOP of repurchased shares in compliance with the rules and conditions specified by the SEC. For example, an offering at the market price does not require the approval of the shareholders’ meeting while an offering at a lower-than-market price requires the approval of the shareholders’ meeting and the veto votes must not exceed 10 percent, etc.
The consultation paper is available at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=803 . 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 June 2022.
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