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Regulations

Debt Securities

 

Offering of Debt Securities by Thai Government Agencies 


 

Private 

Placemen​​ts 

to Limited 

Number of 

Investors 

(PP-10)

Private 

Placement 

to 

Institutional 

Investors (II)

Private 

Placement 

to 

High Net 

Worth 

Investors 

(HNW)

Public 

Offering 

(PO)

Approval


Qualifications and approval rules

- Applicable to the offering of bills and bonds.

- For the offering of bonds, the approval will be granted upon the registration of the transfer restriction, features of bonds, draft terms and conditions and a bondholders' representative appointment agreement (in case of secured bonds/ bonds with a bondholders' representative).

- For the offering of bills, the approval will be granted upon submission of a report on features of the bills.

- Can be offered only to II or HNW.

- If the offering is made to HNW, it shall be made through intermediaries.

- For the offering bills, a statement 'This bill is a security and approved for sale in a private placement' shall be included on the front of the bills.

- In case of bills having an agreement to provide additional collateral as security for debt repayment, such agreement must be enforceable under the law.

- Applicable to the offering of short-term bills and bonds.

- For the offering of bonds, the approval will be granted upon the registration of the transfer restriction, features of bonds, draft terms and conditions and a bondholders' representative appointment agreement (in case of secured bonds/ bonds with a bondholders' representative). (original requirements)

- For the offering of bills, the approval will be granted upon submission of a report on features of the bills.

- For the offering of bills, a statement of 'Intended to be negotiable among institutional investors' shall be included on the front of the bills.

- Applicable to the offering of bonds[1].

- Application shall be submitted for an approval. The following qualifications will be considered:

1. Financial statements shall be prepared in accordance with the financial reporting standards that are acceptable to lead regulator and there shall be no expression of opinion that the auditor's scope of audit is limited by any act or omission to act of issuers' directors or executives.

2. The issuers shall not fail to file the financial statements or related reports to the SEC/ SET.

3. The directors and executives shall be listed on the database of directors and executives of the securities issuing companies.

4. Complete disclosure of information in accordance with the prescribed form.

- Applicable to the offering of bonds.

- Application shall be submitted for an approval. The following qualifications will be considered:

1. Financial statements shall be prepared in accordance with the Thai Financial Reporting Standards for Publicly Accountable Entities (PAEs).

2. The issuers shall not fail to file the financial statements or related reports to the SEC/ SET.

3. The directors and executives shall be listed on the database of directors and executives of the securities issuing companies.

4. Not being in default on principal or interests of any debt securities or in default on a loan payment.

5. Not being in breach of the terms and conditions of the debt securities.

Face value of bills

Not specified.

10 million baht or more.

10 million baht or more (unless an exemption is provided to allow offering of bills).

-

Fast track

-

-

-

-

Period of time required in observing + considering the application

-

-

15 days for the consideration.

Observation and consideration period take 90 days and 30 days respectively.

Application fees

-

-

10,000 baht/
2 years (MTN) or 10,000 baht per each application (Issue basis)

30,000 baht/
2 years (MTN)
or 30,000 baht/ each application (Issue basis)

 

Disclosure of information (Filing)


Filing

-

Minimum requirements under section 69 – 70 of the SEA.

Minimum requirements under section 69 – 70 of the SEA.

Complete, sufficient and not mislead.

Factsheet form

-

Required.

Required.

Required.

Additional disclosure in filing/factsheet

-

-

- Key financial ratios.

- Historical records of default on principal or interests of debt securities or default on loan payments, and breach of terms and conditions in the past three years.

- Risks of business and investment in debt securities.

Intermediaries performing the duties of product screening

Securities companies that sell debt securities to HNW.

-

Securities companies that sell debt securities.

Financial adviser

 

Bondholders' representative

- (except in case of secured bonds)

- (except in case of secured bonds)

Required.

Required.

MTN program

-

Available.

Available.

Available.

Registration with the Thai BMA

-

Only long-term bonds.

Only long-term bonds.

Only long-term bonds.

Ratings

-

-

-

Required.


 

[1] Except the case that issuers are financial institutions established under the law on loan of the financial institutions, short-term bills may be offered to HNW.

Related Rules and Regulations


 

Related forms

  • Form 69-DEBT-PO-GOV.AGENCY: Registration statement for offer for sale of debt securities (Issue basis)

  • Form 69-BASE-PO-GOV.AGENCY: Registration statement for offer for sale of debt securities (MTN)

  • Form 69-DEBT-II&HNW-GOV.AGENCY: Registration statement for offer for sale of debt securities (Issue basis)

  • Form 69-BASE-II&HNW-GOV.AGENCY: Registration statement for offer for sale of debt securities (MTN)


 

For More Information

​Bond Department

Tel. +66-2263-6490 / +66-2033-4632