Bangkok, July 21, 2014 ? The SEC will allow foreign companies? initial public offerings (IPOs) in Thailand (primary listing) and dual offering of equities in Thailand and other countries simultaneously, aiming to enhance competitiveness of Thai capital market.
SEC Secretary-General Vorapol Socatiyanurak revealed that the Capital Market Supervisory Board recently approved regulations on foreign equity offerings both primary listing where foreign companies launch IPOs and become listed firms on the Stock Exchange of Thailand (SET) and dual offering where IPOs by foreign companies are launched in Thailand and other countries simultaneously or in proximate period. The regulations, to be effective in this August, will not only enhance competitiveness of the Thai capital market and increase investors? investment choices, but also in line with ASEAN offering under ASEAN Capital Markets Forum (ACMF) framework.
Foreign companies eligible to launch equity offerings under the proposed regulations must comply with approval criteria, disclosure standards and other relevant rules in the same manner as those applicable to Thai companies such as shareholder protection, prevention of conflict of interest, adequate information disclosure. The additional rules and conditions will also apply; for examples:
? Equity offerings must comply with laws and regulations in home jurisdictions.
? Laws and regulations on shareholder protection are equivalent to those in Thailand.
? Capital market regulators of the countries where issuing companies are incorporated have the authority to collaborate with the SEC in terms of enforcement and exchange of information on violations of relevant laws and regulations.
? At least two Thai residents serve on board of directors, of which at least one director is independent director and audit committee member.
? Financial statements must be prepared in accordance with Thai accounting standards or International Financial Reporting Standards (IFRS)
? Auditor must be on the SEC approved list.
? Financial advisor must be on the SEC approved list and provide the service for three years.
For Thai-based holding companies, with major foreign shareholders and oversea core businesses, if planning to offer equities in Thailand and be listed on the SET will be considered as direct foreign equity offerings. Accordingly, the companies must comply with the same rules and additional rules and conditions as the case of primary listing. Nonetheless, holding companies with majority of Thai shareholders or controlled by Thai shareholders will be subject to the rules applicable to Thai companies.
?Development of Thai capital market to become even more attractive to global investors is, of course, among the SEC?s priority. One way to support the said development is to ensure that our capital market can also serve as a fund raising channel for expansion of foreign businesses and economies while providing a variety of investment choices for investors. Regulations on primary listing and dual offering are in line with those governing Thai equity offerings and add on certain necessary rules and conditions to ensure adequate investor protection, which will contribute to the Thai capital market?s growth and stability in the long run,? Mr. Vorapol added.