Bangkok, July 7, 2015 ? The SEC is revising rules on private placement (PP) of newly issued shares to protect existing shareholders and prevent the exploitation of this means for the benefits of any particular person or persons. The revised rules are expected to become effective by August this year.

Rapee Sucharitakul, SEC Secretary-General said that recently equity private placement deals of listed companies have considerably increased whereas doubts in a number of cases were reflected whether the placements were used appropriately or fairly to the shareholders. To prevent the exploitation of private placement, the Capital Market Supervisory Board approved the revision of private placement rules to require the listed companies? board of directors be responsible for consideration on reasonableness of capital increase proposal for private placement, feasibility and objective for company?s interest including appropriateness of placement method, placement price and price determination as well as share allotment.  The opinion of board of directors must be clearly disclosed in the notice calling for shareholders? meeting to provide sufficient information for decision making of shareholders. 

The revised rules will not affect listed company?s private placement deals at market price during the offering period as defined under the rules. For the discounted private placement or the placement at the price determined prior to the placement date, however, listed companies must file an application for approval along with a draft notice calling for shareholders? meeting with the SEC for consideration and review of the completeness of the information before distributing to shareholders. In this regard, the revised rules together with the silent period measures prescribed by the Stock Exchange of Thailand are expected to help tackle with the issues concerning discounted private placement, capital increase without clear objective or use of money raised through capital increase for other objectives.