​Equity Instuments​

​​Warrant

• Public Offering of a Warrant (PO Warrant)

• Rights Offering of a Warrant (RO Warrant)

• Private Placement of a Warrant (PP Warrant)
  
  

Regulatory Summary

• Public Offering of a Warrant (PO Warrant) can be done in accordance with the following requirements:

• The offering company must be incorporated under Thai laws and has qualifications in accordance with the criteria for approval to sell shares.

• A warrant must contain the following details:

• Terms of a warrant:

• Having a definite term of not more than ten years

• Underlying shares being newly issued shares of the company

• Having a definitive price and the exercise ratio

• Allowing a period of time to indicate the exercise of right not less than 15 days before the exercise date

• ​The number of underlying shares is not more than 50 percent of the paid-up registered shares.
  

• Terms of right must consist of at least the following details:

• Details, duration, price, rate and method of exercise of right

• Reason, conditions and procedures for amending the terms of the warrant

• Compensation in the case where the company is unable to provide underlying shares, which must not be less than the difference between the market price of the shares at the time of exercise of right and the exercise price

• Protection measures for warrant holders, which must contain at least the following commitment: 
  
  ​​​​​In case of a callable warrant

• It must indicate clear reasons for the company to ​call on the exercise of right before the prescribed term and will not be under any person's control.

• The company must call on the exercise of right once the event indicated occurs.

• There are measures for investors in subsequent orders to be aware of the conditions.
  
  Reason and conditions for right adjustment

• There are changes in the indicated price of the shares resulting from share consolidation or split.

• Newly issued shares / convertible debentures / warrants are offered at a ​Discount.

• ​Payment of dividends is made in the form of newly issued shares / in cash at a rate higher than prescribed in the terms (also consider the company's policy on payment of dividends).

• Any other case which impairs the benefits of warrant holders.
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• There are measures for protecting and preserving the rights of shareholders.

• Notice of calling the Shareholders' Meeting must contain at least the following information:

• Price or the exercise ratio / duration and termination date of exercise of right, allocation procedures

• Dilution effect for both price dilution and control dilution

• The shareholders meeting resolved to approve the issuance of sufficient underlying shares. Such shareholders' resolution shall be effective for no more than one year.

• In case of a listed company offering to sell shares at a discount through Public Offering Placement (PO Placement), it must also comply with additional criteria for low-price shares. For instance, the duration for delivery of a meeting invitation letter or detail of the meeting invitation letter. 
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• Rights Offering of a Warrant (RO Warrant​​)

• The criteria apply to listed companies and public companies limited with the duty pursuant to section 56 of the Securities and Exchange Act.

• No approval or filing is required, but it must comply with the following conditions for approval:

• The nature of the warrant

• There are measures to protect and preserve the right of shareholders (exempted from complying with the criteria for low-price shares) 

• The shareholders' resolution is effective for one year. 
  Such conditions have the same requirements as in case of PO warrants.

• Checklist must be submitted to the SEC with the report of the sale results within 15 days.
  
  

• Private Placement of a Warrant (PP Warrant)

Offer to sell a PP warrant

• The nature of offer must be one of the following:

• The value of offer is ≤ 20 million baht.

• The total number of investors is ≤ 50.

• Institutional investors.

• If a listed company complies with PP criteria (Notification No. Tor Jor 72/2558), it may or may not file for approval to the SEC (depending on the price indication/whether the price is at a discount), and must comply with the following conditions:

• Transfer restrictions of warrants must be registered prior to the offer to sell.

• The nature of warrant is the same as that of PO warrant, except that it does not contain the requirements for the duration of last exercise of right and callable warrant.

• If right adjustment must comply with the prescribed criteria, terms of right must indicate compensation and remedy if underlying shares cannot be allocated.

• Conditions for authorizing PP, such as no public advertisements

• Extension of period and change of price is prohibited.
  Checklist must be submitted to the SEC with the report of the sale results within 15 days.

• In case of a non-listed company,

• transfer restrictions of warrants must be registered prior to the offer to sell

• Additional conditions as prescribed
  
  

Related Rules and Regulations

• The Notification of the Capital Market Supervisory Board No. TorChor. 34/2551 Re: Application for and Approval of Offer for Sale of Newly Issued Share Warrants for Newly Issued Underlying Shares
  

• The Notification of the Office of the Securities and Exchange Commission No. Nor Chor. 2/2544 Re: Guidelines on the Change of Exercise of Right pursuant to Warrants
  

• ​The Notification of the Office of the Securities and Exchange Commission No. SorChor. 37/2551 Re: Application Form and Supporting Documents for Offer for Sale of Newly Issued Share Warrants Underlying Shares
  
  

Related Forms

• Application and Approval for the Offer for Sale of Newly Issued Share Warrants and Underlying Shares through Private Placement (Form W – PP)

• Checklist of particulars in the notice calling shareholders' meeting of a listed company to obtain approval for the offer for sale of newly issued share warrants and underlying shares through Private Placement (Checklist warrant PP)

• Checklist warrant – RO for the offer for sale of newly issued share warrants and underlying shares through Rights Offering (Checklist warrant – RO)

• Checklist PP – warrant at a discount for the offer for sale of newly issued shares warrants and underlying shares at a discount through Private Placement (Checklist PP – warrant)

• Application Form for the Offer for Sale of Newly Issued Share Warrants and Underlying Shares