Bangkok, Tuesday 6 August 2019 - SEC is seeking comments on the improvement of the regulations aiming to reduce the burden on listed companies in their shareholding restructuring to accommodate mergers and acquisitions, so that an offering for sale of investment in shares held by listed companies or their subsidiaries can be done conveniently, and mechanism for protection of shareholder’s rights is still intact. In addition, the SEC plans to improve the regulations which allow listed companies to issue TSR to the existing shareholders according to their shareholding proportion without issuing a TSR to any shareholders that would cause listed companies to have a duty under any foreign law, as approved by a shareholders meeting.
SEC considers revising the regulations on the
offering for sale of investment in shares held by listed companies
or their subsidiaries in order that the shareholding can be conveniently restructured
before any merger and acquisition. In the case of investments in shares of
public limited companies, the filing of the registration statement and draft
prospectus will be exempted. In the case of investment in shares of limited
companies, these can be offered for sale to more than 50 investors only if the
offeror must put in place the following mechanism for protection of shareholder’s
rights:
(a) the offer for sale is in accordance with a resolution passed
at a shareholders meeting of the offeror, provided that the notice calling for
the meeting shall provide sufficient information for decision-making, for
example, the process of the shareholding restructuring and merger and
acquisition, advantages, disadvantages, impacts, and opinion of the board of
directors, etc.;
(b) the offering price of the shares must be at a fair value valuated by a financial advisor, who
is approved by SEC and independent from the offeror;
(c) there must be an independent securities company giving advice
and accessing the suitability of the person entitled to subscribe the shares for such investment;
(d) information of the
existing shares to be offered for sale shall be distributed to the persons entitled to subscribe for the shares at
least 14 days before the subscription date, and the offering for sale of the
existing shares shall not be advertised to the public.
In
addition, SEC has proposed an amendment of the regulations regarding issuing Transferable
Subscription Rights (TSR) in order that listed companies will be
able to issue TSR to the existing shareholders according to their shareholding
proportion without issuing a TSR to any shareholders that would cause
listed companies to have a duty under any foreign law, as approved by a
shareholders meeting.
SEC
has made the public hearing document available at www.sec.or.th/hearing
.
Related persons and interested parties may express their comments on the
website or send comments to facsimile number 0-2033-9999 or 02-263-6548 or e-mail:
wimol@sec.or.th or chompunut@sec.or.th until 31 August 2019.
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