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Regulations

Debt Securities


 

Newly issued REIT Bonds or Infrastructure Trust Bonds


 

Private 

Placements 

to Limite​​d 

Number of 

I​​nvestors 

(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 bonds only.

- 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).

- Can be offered only to persons related to the issuer or II or HNW.

- If the offering is made to HNW who is not a person related to the issuer, it shall be made through intermediaries.

- Applicable to the offering of bonds only.

- 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).

 

- Applicable to the offering of bonds only.

- 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 trust manager's directors and executives shall be listed on the database of directors and executives of the securities issuing companies.

4. The trust manager's controlling persons shall not have any of the untrustworthy characteristics.

5. The trust manager has no record of breaches of regulations and laws (i.e. being currently subject to a criminal complaint or legal prosecution for an offense concerning property by a relevant agency, only for a cause arising from a deceitful, fraudulent or dishonest act, or having an application for an offer for sale of newly issued securities rejected by the SEC Office on a suspicious ground related to disclosure of information to the public and such information was incomplete, contrary to facts, insufficient for making an investment decision, or misled investors in a manner of concealing or disguise or making up non-existing facts.

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

- Applicable to the offering of bonds only.

- 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 trust manager's directors and executives shall be listed on the database of directors and executives of the securities issuing companies.

4. The trust manager's controlling persons shall not have any of the untrustworthy characteristics.

5. The trust manager has no record of breaches of regulations and laws (i.e. being currently subject to a criminal complaint or legal prosecution for an offense concerning property by a relevant agency, only for a cause arising from a deceitful, fraudulent or dishonest act, or having an application for an offer for sale of newly issued securities rejected by the SEC Office on a suspicious ground related to disclosure of information to the public and such information was incomplete, contrary to facts, insufficient for making an investment decision, or misled investors in a manner of concealing or disguise or making up non-existing facts.

6. No grounds to suspect that the trust manager's directors, executives, and major shareholders having other interest which may be in conflict with the best interest of the business or having benefits transferred from the business.

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

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

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 which is not a person related to the issuer.

-

Securities companies that sell debt securities.

- Financial advisor.

- Securities companies that sell debt securities in case of an offer for sale of bonds issued by a trust whose units are listed on the SET.

Bondholders' representative

- (except in case of secured bonds)

- (except in case of secured bonds)

Required.

Required.

MTN program

-

Available.

Available.

Available.

Registration with the ThaiBMA

-

Only long-term bonds.

Only long-term bonds.

Only long-term bonds.

Ratings

-

-

-

Required.

​ 

Related Handbooks/ Guidelines

  • Summary of debt securities issuance guidelines (for plain debt securities denominated in Thai Baht, REIT Bonds, INFRA Trust Bonds, Sukuk, Baht Bonds and FX Bonds)

  • Debt securities issuance guideline for PP-10 (for plain debt securities denominated in Thai Baht, REIT Bonds, INFRA Trust Bonds, Sukuk and Baht Bonds)

  • Debt securities issuance guideline for II & HNW (for plain debt securities denominated in Thai Baht, REIT Bonds, INFRA Trust Bonds, Sukuk, Baht Bonds and FX Bonds)

  • Debt securities issuance guideline for PO (for plain debt securities denominated in Thai Baht, REIT Bonds, INFRA Trust Bonds, Sukuk, Baht Bonds and FX Bonds)

Related Rules and Regulations

  • The Notification of the Capital Market Supervisory Board No. Tor Jor. 82/2558 Re: Application for and Approval of Offer for Sale of Newly Issued Debt Securities by Trusts

Related forms

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

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

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

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

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

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

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

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


 

For More Information

​Bond Department

Tel. +66-2263-6490 / +66-2033-4632  
​​