Bangkok, 29 October 2019 - SEC is seeking views on the principles and details of the notification regarding the issuance of IPOs and information disclosure by holding companies in an attempt to add flexibility to their business structure without imposing an unreasonable burden on information disclosure. Supervision will be required to be organized by affiliates that act as central companies.
There have been a large number of
holding companies that issue IPOs. These companies conduct various types of
businesses and comprise many affiliates, both in Thailand and in other
countries. In each group of companies, an affiliate acting as the central
company is the one whichsets out policies and business directions for all
affiliates and associated companies within that group of companies. The current
rules require both the issuers as well as all affiliates that engage in the
main business of a group of companies to meet the qualifications and disclose
information in the Filing Form* and Form 56*. These rules have caused an
unreasonable burden on these companies.
SEC therefore plans to improve
these rules to facilitate holding companies, which engage in various types of
business and comprise a large number of affiliates, due to legal or commercial
purposes, in order to add flexibility without causing an unreasonable burden on
these companies. The main points of the new rules are as follows:
1.
The companies
required to meet the same qualifications and the requirement of information
disclosure as the issuers are the affiliates that act as the central companies.
The other affiliates under the same group of such companies are no longer
required to meet these qualifications and disclosure requirement.
2.
The combined size
of the affiliates and associated companies under the same group of the
affiliate acting as the central company must be at least 75% of the amount of
assets held by such affiliate.
3.
The affiliate
that is the central company must implement mechanisms for the supervision of its
affiliated and associated companies. These mechanisms must be examined by the
holding company’s audit committee and board of directors. Measures ensuring that
the sufficiency and appropriateness of these mechanisms are assessed annually
must be put in place.
SEC has published a hearing document on
the above matter on SEC website, available
at: www.sec.or.th/hearing . Any involved or
interested persons are invited to express their opinions on the website, or via
email, to corporat@sec.or.th, or via
facsimile, at 0 2263 6502, from now until 10 November 2019.
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Remarks:
Filing Form* is the information disclosure and
prospectus form.
Form 56* is the annual registration statement
and annual report form.