Bangkok, Wednesday 20 May 2020 - SEC is seeking public comments on the draft regulations relating to the resignation, dismissal and appointment of trustees of Real Estate Investment Trusts (REITs), Infrastructure Trusts (Infra Trusts) and Private Equity Trusts (PE Trusts) to provide clarity and guidance for business operators when the trust deed does not specify the terms and conditions.
In
the absence of such terms and conditions in the trust deed, the Trust for
Transactions in Capital Market Act B.E.2550 (2007) stipulates that the
resignation, dismissal and appointment of trustees shall be made in accordance
with the rules and regulations specified by SEC and that trustees are permitted
to charge for expenses incurred in making copies of documents as required by
the SEC. SEC has therefore drafted the rules and regulations on the matters
including the rule on collection of copying charges. Proposed draft provisions include:
(1)
Notification of trustee’s resignation: In case of REITs and Infra Trusts, a trustee
must notify the trust manager of their resignation not less than 90 days in
advance. The trust manager must notify the public by Electronic Company
Information Disclosure (ELCID) via SET within three business days. In case of
PE Trusts, a trustee must notify trust certificate holders in writing of their
resignation no less than 30 days in advance.
(2)
Unitholders having an aggregate amount of not less than 10% of the total sold
units can request the trust manager to proceed with seeking a unitholders’ resolution to remove a trustee or nominate a candidate for new trustee
appointment.
(3)
Resolutions to dismiss or appoint a new trustee: In case of REITs and Infra
Trusts, such resolutions must be approved by not less than 3/4 of the total
number of the vote of the unitholders who have attended the meeting and have
the voting right. For PE Trusts, such resolutions must be approved by a simple
majority of unitholders with voting rights (not counting the votes of
unitholders who have special interests in the matter).
(4)
Amendment of trust deed: In case of REITs and Infra Trusts, the trust manager
shall amend the trust deed to complete the appointment of a new trustee within
30 days from the date of the unitholders’ resolution. In case of PE Trusts, it
is within 90 days.
REITs
and Infra Trusts are listed securities and have many investors whereas PE
Trusts are not listed securities and have a limited number of investors. As a
result, SEC has specified different requirements as deemed appropriate to them.
The
consultation paper can be found at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=627. Stakeholders
and interested parties are welcome to give comments and suggestions via SEC website: www.sec.or.th/hearing, or
email: nuchanat@sec.or.th or varinkan@sec.or.th in case of REITs and
Infrastructure Trusts, and email: warunee@sec.or.th in case of PE
Trusts. The public hearing ends on 19 June 2020.
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