Sign In
SEC News

SEC enacts primary listing regulations



Wednesday 8 April 2015 | No. 45 / 2015



Bangkok, April 9, 2015 ?The SEC put into effect the primary listing regulations to allow foreign companies to launch public offerings of shares in Thailand.

Vorapol Socatiyanurak, SEC Secretary-General said that under the primary listing regulations, the supervision on foreign companies? public offerings of shares in Thailand will be in line with those applicable to Thai companies while certain significant  requirements have been added; for instance:

- Shares publicly offered must be listed on the Stock Exchange of Thailand;
- Regulatory mapping in the area of investor protection must be prepared, providing that in cases where any issues under laws of foreign jurisdiction are less stringent than Thai laws, there must be an arrangement of investor protection mechanism comparable to Thai laws;
- Home country regulators are able to provide assistance in investigation and the exchange of information relating to violation of securities law;
- At least two directors must be Thai nationals and reside in Thailand, providing that at least one of them must be independent director and audit committee member;
- Preparation of financial statements must be in accordance with either Thai accounting standards or specified internationally accepted accounting standards;
- The SEC-approved financial advisor must provide service and advice for three years;
- Additional information must be disclosed in the registration statement (Filing Form), including rights of investors and investor protection, restrictions and associated risks, such as lawsuit in the legal proceedings and restriction of capital outflow.

In case where foreign company launches public offerings of shares through the holding company founded in Thailand as though the foreign company indirectly offers for sale of shares through such holding company, the primary listing regulations will apply as well. Nonetheless, in case of the holding company founded in Thailand and owned by Thais but investing in the subsidiary founded offshore which operates core business, only some provisions of the primary listing regulations will apply; regulatory mapping, for instance.

?Primary listing of foreign shares will promote Thai capital market?s linkage with regional and global markets. As such, alternatives for both fundraisers and investors will be widened which will not only foster the growth and attractiveness of Thai capital market, but will also back fund raising and sustainable growth of Thai businesses offshore as well as foreign businesses in need of fund, especially those in neighboring countries,? Vorapol added.