Bangkok, May 26, 2014 ? The SEC requires an application and information disclosure for offshore offering of convertible debentures (CD) be jointly prepared by CD issuer and SEC-approved financial advisor (FA) while more comprehensive disclosure of information about dilution effect are mandatory. The revised regulations will be effective by this June.

SEC Secretary-General Vorapol Socatiyanurak revealed that ?the Capital Market Supervisory Board (CMSB) requires application and information disclosure for offshore CD offering be jointly prepared by the applicants and the SEC-approved FA save where the applicants are the SEC-approved FA. The revision aims to provide more accurate and comprehensive information disclosed in notice calling a shareholders? meeting, particularly information on dilution effect.   

The issuing companies are required to prepare notice calling a shareholders? meeting with thorough information on dilution effect caused by CD issuance including 1) number of shares reserved for conversion of all CDs offered, either fixed or expected number of shares calculated from conversion prices; 2) assumption on future share prices together with opinion of board of directors and FA if the conversion prices are calculable by a formula based on future share prices; and 3) dilution effect calculation in case that all conversion rights will be exercised.

?In the past years, we have witnessed uptrend of CD offerings by listed companies while flaws have been found in notices calling a shareholders? meeting to approve CD offering and authorized shares reserved for CD conversion. Without advice of the SEC-approved FA, listed companies? misunderstandings in regulations, particularly dilution effect calculation have been identified as a primary cause of those flaws, leading to revision of the information and calling of additional shareholders? meetings which is not only costly but also affects plan of the companies in certain cases. The revised CMSB regulations will bring about more efficiency of the companies and more comprehensive information disclosure for shareholders? Vorapol said. The said regulations will become effective by this June.