Bangkok, April 30, 2014 ? The SEC is seeking public comment on revision of rules concerning offshore offering of convertible debentures to boost efficiency and provide more accurate, clear and sufficient information disclosure for shareholders? decision-making.
Under the proposal, an application for offshore convertible debenture offerings must be jointly prepared by SEC-approved financial advisor (FA), save for offerings by financial institutions which are also SEC-approved FA. On information disclosure, notice calling a shareholders? meeting must clearly state material information including number of shares reserved for conversion of all debentures offered, assumption on estimation of the conversion price, if set as a formula calculable on future price of shares, opinion of board of directors on reasonableness of the assumption and dilution effects to shareholders in case where all conversion rights will be exercised (worst case scenario). Furthermore, the SEC?s consideration period will be extended to 7 business days as from receiving complete information to reflect need to work on more detailed and complicated information.
The consultation paper is available on www.sec.or.th. Stakeholders and interested parties are welcome to submit comments through the website, facsimile at 0-2263-6502 or email at sutira@sec.or.th until May 8, 2014.