The SEC has found that structured notes are gaining interest from both investors and debt instrument issuers, as they allow for the design of return structures that align with market conditions and investor needs. Structured notes offered have been characterized as bilateral agreements, allowing for flexible adjustments to various components such as return calculations, duration, underlying assets, or hedging mechanisms to meet the needs of both investors and issuers. This differs from normal debt instrument offerings that focus on raising capital from a broad investor base. The SEC views that regulations governing structured notes can be revised to provide greater clarity, appropriateness, and better support for bilateral offering formats.

Additionally, the SEC has found that regulations concerning the qualifications of debt instrument issuers in cases where proceeds are not used according to disclosed purposes, and regulations regarding the use of proceeds according to disclosed purposes, remain unclear in some areas.

The SEC is therefore reviewing and proposing revisions to the regulations on the issuance and offering of structured notes to be more appropriate and better aligned with current offering practices, and to clarify regulations related to use of proceeds for debt instrument issuers. The key points are as follows:

          Regulations on the Issuance and Offering of Structured Notes
          (1) Clarify guidelines for considering underlying factors for Thai and foreign securities, adjust qualifications for foreign securities to be equivalent to Thai securities for consistent supervision, and eliminate the verification process for reference stocks that are components of the SET100 index;     
          (2) Revise regulations on the issuance and offering of structured notes under  program to align with bilateral offering characteristics;
          (3) Revise regulations on the issuance and offering of structured notes on a single-issue basis to be appropriate and consistent with program-based issuance and offering regulations;  
          (4) Revise fees related to the issuance and offering of structured notes.  

          Regulations related to Use of Proceeds for Debt Instrument Issuers
          (1) Revise regulations regarding qualifications of debt instrument issuers who use proceeds inconsistently with disclosed purposes, by establishing additional exceptions for cases where information about such non-compliant usage has been disclosed and approved by authorized parties as specified in the terms and conditions;
          (2) Revise regulations on using proceeds according to disclosed purposes to include usage within disclosed timeframes, and require that if debt instrument issuers wish to use proceeds differently from what was disclosed, they must change the use of proceeds before such usage.  

The public consultation is available at the SEC website: https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1130 and the legal hub: https://law.go.th/listeningDetail?survey_id=NjI2MURHQV9MQVdfRlJPTlRFTkQ=. Stakeholders and interested parties are invited to submit their comments and suggestions via the websites or email: debt@sec.or.th. The public hearing ends on 9 January 2026.