On 7 April 2022, the SEC Board Meeting No. 4/2565 approved the exemption for the filing of the registration statement for rights offering (RO) and ESOP of repurchased shares on the condition that public limited companies have already complied with the rules and conditions specified by the SEC. For example, the requirement of the resolution of the shareholders’ meeting for ESOP of repurchased shares at a price lower than the market price. The governing regulations in this regard have become effective since 1 September 2022. 

The SEC is revising the principles for considering the market price and the offering of newly issued shares at a price lower than the market price to be consistent for all types of offering, and is therefore proposing to revise the principles for ESOP of repurchased shares below the market price to be consistent with the aforesaid principles, which specify that “a share offering at a price lower than the market price” means a share offering at a price lower than any of the following prices:       
     (1)  the weighted average price with a further discount of not more than 10 percent*; 
     (2)  the book building price;  
     (3)  the appraisal price by the financial advisor.

The proposed principles would allow a share offering at a price lower than the market price in the above order. In other words, a public limited company would have to use the weighted average price under (1) first because it reflects the true value. If the weighted average price cannot be calculated or should there be a resonable ground to believe that such weighted average price is inappropriate, the book building price under (2) would be allowed. If the book building price cannot be used for any reason, the FA appraisal price under (3) would be allowed.

The consultation paper is available at https://www.sec.or.th/EN/Pages/PB_Detail.aspx?SECID=861. Stakeholders and interested parties are welcome to submit comments and suggestions through the website or email: corporat@sec.or.th. The public hearing ends on 2 February 2023.

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Remark: 

* A weighted average price means a weighted average price of shares on the Stock Exchange of Thailand during at least the last 7 consecutive business days but not more than the last 15 consecutive business days before the date of the offer price. In this regard, the date of the offer price shall be any of the following days in accordance with the resolution of the company’s board of directors:  
       a.  the day on which the board of directors passes a resolution specifying the offer price;  
       b.  the first offering day; 
       c.  the day on which investors have the right to exercise convertible bonds or warrants.  
In the case where the board of directors sees a reasonable ground for the best interest of the company, the board may set the offer price with a discount not exceeding 10 percent of the calculated price above on the condition that the board has already considered market conditions at that particular time.