Skip Ribbon Commands
Skip to main content
The Securities and Exchange Commission

Equity / Debt
Equity / Debt
From : Home > Raising Funds > Equity / Debt > Debt
Equity / Debt
Regulatory Principles / Objectives
Laws & Regulations
Issuer Information
List of Market Professionals
Online Filings / Form Download
Enforcement
What’s New
Mutual Funds / Other Investment Products
Takeovers
Debt
Summarized Criteria for Offer for Sale of Debt Securities
Summarized Criteria for Offer for Sale of Convertible Debentures
Summarized Criteria for Offer for Sale of Structured Notes
Summarized Criteria for Offer for Sale of Foreign Bonds or Debentures in Thailand​
Summarized Criteria for Offer for Sale of Bonds Overseas
Regulations concerning sukuk
Summarized Criteria for Offer for Sale of Debentures under Securitization Project
Summarized Criteria for Offer for Sale of Bonds Denominated in Foreign Currency in Thailand by Thai or foreign issuer
Summarized Criteria for Offer for Sale of Structure notes imposing obligation on Bond holder issued by Financial Institution
Summarized Criteria for Offer for Sale of Basel III Subordinated Debt

Summarized Criteria for Offer for Sale of Debt Securities (For Thai incorporated issuer offering Thai baht denominated debentures in Thailand)

 

PMandatory   :  O  Non-mandatory

 
​​PP
PO
Offering manner
Limited Offer
Debentures
1.  ≤10 investors within 4 months 
2. Creditors for debt restructuring; or  
3. Only to foreign institutional investors
 
Bills
1. ≤10 BEs / PNs
 2. Only to foreign institutional investors
II&HNW
(No limitation on offering value)
 
Bills
Par value not less than 10 million baht
 General Offer
 
Bills
Par value not less than 10 million baht
Approval Criteria
 (2 year Shelf Approval)
General approval + registration of transfer restriction
General approval + registration of transfer restriction
Approval for each offer (long-term and short-term)
Term& Conditions(T&C)
Not applicable to bills
O 
P
See Section 
42 (1) - (9)
P 
T&C contain clear and fair provisions
Example of T&C
Debenture Holder Representative
Not applicable to bills
O 
(if secured
)
O 
(if secured
)
P
(exempted if short-term)
Filing *
 
 
 
 
 
 
 
O 
P (free form)
P (full form) 
Collaborate with FA for making the filling (exempted if listed company or short term )
Rating
P
 
(issue, issuer,  
guarantor rating)
 
(Except for plain bond offering)
P
 Long-term
Issue  / guarantor  rating
 
Short-term
Issue  / issuer  / guarantor rating
Registration with  Thai BMA
P
P
Update Section 56 *
O 
P
 
Same period as specified by lead regulator
 
 Filing of Form 56-1 not required  
 
 
P
 
Quarterly financial statement : 45 days / annual financial statement : 60 days / Form 56-1 : 3 months (Accounting standards: for public limited company + reviewed or audited by the SEC approved auditor)
 * In case of offer for sale to II&HNW, financial statement disclosed in filing and filed under Section 56 must be reviewed or audited by the SEC approved auditor (Section 89 and Section 61)

 

Filing of Application + Filing + Report on Result of Sale 
(For Thai incorporated issuer offering Thai baht denominated debentures in Thailand)

 
 ​
PP
PO
Offering manner
​​Limited Offer
II&HNW
 General Offer
Approval Criteria
 
General approval
General approval
Shelf issuer  (ST / LT)
(Form 35-2-1
)  
Pre-Offering Document
Debentures : the following documents must be filed prior to offer:
 
1. Registration of transfer restriction + resolutions of the board of directors / shareholders’ meeting (Plc)
If secured or appointing debenture holder representative, the issuer must file T&C, draft agreement appointing debenture holder representative submitted together with transfer restriction.
 
2. Filing of feature (35-2-2)  
Offer of ST is not required to file feature prior to offer but must file together with report on result of sale (online)
 
Bills 
  Offer of Lt /ST is not required to file feature prior to offer but must file together with report on result of sale (online)
  Specified legend must be stated on the bills +  approved by resolution of the board of directors
During the period of 2 year shelf issuer, the following documents must be filed:
 
Debentures : the following documents must be filed prior to offer:
1.Filing of feature (35-2-2)  
        Offer of ST is not required to file feature prior to offer but must file together with report on result of sale (online)
2.T&C, draft agreement appointing debenture holder representative
 
Bills 
  Offer of ST only and not required to file feature prior to offer but must file together with report on result of sale (online)
 Filing
O
* Issue filing  (Form 69-S)
  But different filing:
    LT : filing prior to each offer
    ST : 1 year shelf filing (no limitation on number of issues and offerings)
 ​​​
Different filing:
LT : filing prior to each offer
ST : unlimited number of offers and series for each short-term bond or commercial paper filing
Report result ​of sale
15 days from the last date of the month where the sale was made.
Free form with minimum items 
Supplementary documents include T&C, draft agreement appointing debenture holder representative and checklist for approval criteria.
15 days from the last date of the   month where the sale was made.
 Form 81-1 filed through DSO (online)
Supplementary documents include T&C, draft agreement appointing debenture holder representative and checklist for approval criteria.
15 days from the last date of the month where the sale was made.
 Form 81-1 filed through DSO (online)
Supplementary documents include T&C, draft agreement appointing debenture holder representative
 
 

Criteria for Offer for Sale of Debt Securities (General Offer)

 

1. The issuer must be limited company or public limited company incorporated under Thai law, financial institution or foreign commercial bank having full branch operating in Thailand;

2. Auditor’s reports must not indicate a disclaimer of opinion towards the financial
statement or an adverse opinion or a qualified opinion towards any material transaction that it is non- compliance with accounting standards for public limited company, international accounting standard or accepted accounting standards by lead regulator and without qualified opinion in case that management  imposes the scope limitation;

3. The issuer has not failed to file financial statement or reports on financial
conditions and result of operation of the company and reports under Section 56 ,Section 57 and Section 199. In addition, the issuer has no obligation to follow the orders of SEC under section 58 or section 199;

4. Directors and executives are listed on executives database in accordance with notification concerning regulation on the issuing company’s executive and controlling persons do not have any prohibited characteristics;

5. The issuer has never offered for sale of debentures in violation of, or non-compliance with, any criteria and conditions for approval, in materiality.


Summarized Criteria for Offer for Sale of Convertible Debentures

 

 
 Criteria for offer for sale of debentures also apply to convertible debentures, providing that the issuer must be public limited company and comply with the following criteria:​

 

Limited Offer or  II&HNW
General Offer
General information relating to convertible debentures, dilution effect and allocation  specified in notice of shareholders’ meeting
Approved to issue underlying shares
  Complete offer within 1 year
Total number of underlying not exceeding 50% of total number of shares sold
 Exercise price and ratio are determined
For private placement to specific investors with discount from market price, the following criteria must be complied:
 
* notice of shareholders’ meeting with specified information must be sent at least 14 days prior to the meeting date;  
 
* proxy statement must be sent with the notice of shareholders’ meeting; and 
 
* approved with at least ¾ of total voting right and without 10% veto
Approval by shareholders’ meeting in case of adjustment of conversion that results in increase of underlying shares
In case of offer for sale to HNW, number and characteristics of  investor  must comply with criteria for limited offer generally approved by the SEC.
General information relating to convertible debentures, dilution effect and allocation  specified in notice of shareholders’ meeting
 Approved to issue underlying shares
 Total number of underlying not exceeding 50% of total number of shares sold
 Exercise price and ratio are determined
 Force conversion provision (if any) must be clear and fair with measures to allow debenture holders who purchase debentures in secondary market to learn of such provision
 Period for submission letter of intent to exercise the last conve​rsion right must be at least 15 days prior to the last exercise date
The applicant must comply with qualifications specified in the notification concerning public offer for sale of shares (PO)
 For offer to specific investors with discount from market price, the following criteria must be complied:
 
* notice of shareholders’ meeting with specified information  must be sent at least 14 days prior to the meeting date;  
 
* proxy statement must be sent with the notice of shareholders’ meeting; and 
 
* approved with at least ¾ of total voting right and without 10%veto
 T&C must contain condition for adjustment of conversion right as specified by the SEC and remedy for damage in case where the issuer fails t o deliver underlying shares upon exercise of conversion
Approval by shareholders’ meeting in case of adjustment of conversion right that results in increase of underlying shares

 

Summarized Criteria for Offer for Sale of Structured Notes
 
Criteria
 Eligible person
Thai public company limited or limited company
●  Financial institution (including branch of foreign commercial bank)
(In case where underlying asset is gold or foreign currency exchange, the eligible person must be commercial bank approved by the Bank of Thailand to undertake transactions relating to derivatives with the aforesaid underlying asset)
Reference asset
● Price or return on Thai sec​urities, group of Thai securities, or index(ices) of group of Thai  securities;
● Price or return on group of foreign securities traded on organized market or index(ices) of group of foreign securities (only allowed for the offer for sale of structured notes to II&HNW);
● Cash inflow and outflow;
 Price of commodity or price index (ices) of commodity;
Gold price or index (ices) of gold price;
● Exchange rate of foreign currency;
Interest rate;
Credit derivatives; 
● Credit rating.
 
Offering Type
Limited number of investors
II&HNW
PO
Approval Criteria
General Approval + Registration of transfer restriction
Long-term :
Approval for each offer
 
Short-term
1-year shelf approval
+ registration of transfer restriction
2- year shelf approval
(Approved issuer is allowed to offer for sale structure notes without limitation on features, offering amount and number of offerings within 2 years)
Additional Criteria
In the case of Pay-In-Kind (PIK) structured notes (wholly or partially repayment in the form of share delivery)
 
- - > Inspection of underlying shares is required + issuer must not be an insider of the company issuing such underlying shares.   
In the case of Pay-In-Kind (PIK) structured notes (wholly or partially repayment is in the form of share delivery)
àInspection of underlying shares is required + Issuer must not be an insider of the company issuing such underlying shares. 
 
The issuer must
1)  Be licensed or re​gistered as derivatives dealer; or
2)  Have cash inflow or outflow from its core business relating to underlying asset of structured notes or
3) Have core business relating to commodity price or commodity price index which are underlying asset of structured notes; or
4) File a confirmation letter with the SEC Office to confirm that the issuer has derivative position with person in 1) in order for protecting all risks (fully hedge)

  

Offering type
Limited number of investors
II&HNW
PO
Terms & Conditions (T&C)
O
(except secured bond
)
P

See Section
42 (1) - (9)
 P
- T&C contains clear and fair provisions
- Example of T&C (plain bond) available
Bond Holder Representative
O
(except secured bond)
O
(except secured bond)
P

(except short-term bond)
Filing
O
Form 69 Debt-II/HNW
Form 69 Debt-PO
Rating
O
O
except subordinated bond or perpetual bond offered to HNW still required issue rating / guarantor rating
P
Long-term
     issue  / guarantor  rating
Short-term
     issue  / issuer  / guarantor rating
 
* Foreign branches are required to provide additional rating of their parent Banks, except they can maintain capital adequacy requirement as stipulated in regulation
Intermediary
(Dealer/ Underwriter)
O
O
(except offering to HNW, of which the issuer has no dealer/ underwriter license, 
P
Registration with ThaiBMA
O

 
P

(except short-term bond)
P

(except short-term bond)
Update information mandated by Section 56 *
 
● Financial Statements: Same period as specified by lead regulator (Non-mandatory of accounting standards but reviewed or audited by auditor who is listed as a qualified person approved by the SEC)
 
● Submission of Annual registration statement (Form 56-1) is not required  
Thai entity
 Quarterly financial statements : 45 days / Annual financial statements : 60 days ( Accounting
standards: for public company  limited + reviewed or audited
by auditor who is listed as a qualified person approved by the SEC)
 
nSubmission of Form 56-1: 3 months
 
Foreign branches of banks
 Financial Statements: Same period as specified by lead regulator but not exceeding 180 days after the end of accounting period (Accounting standards as defined i.e. IFRS, US GAAP)
 
 Submission of Form 56-1 as the same period as specified by
lead regulator but not exceeding 
180
days after the end of  accounting period
 

  

* In case of structure notes with convertible features, the issuer must also comply with rules/regulation relating to offer for sale of convertible bonds.

Summarized Criteria for Offer for Sale of Foreign Bonds or Debentures in Thailand​


Issuance of Thai Baht bond issued by foreign entity must be approved by MOF and such foreign entity disclose information in accordance with the SEC regulation on exemption and submission of filing and draft prospectus.

 

 
The SEC regulation categorizes offering manners into 1) private placement (PP) to limited investors, 2) PP to II&HNW, and 3) General Offer (PO).​    
 

 

 

 

 

 

 

 

 

 

 

    PMandatory   :  O Non-mandatory

 
PP
PO
Offering Type
Limited Number of Investors
≤10 investors within 4 months 
II&HNW


Public Offering
Approved by MOF
P
P
P
Term& Conditions(T&C)
Section 42 (1) - (9) of the SEC Act
Registration of Transfer Restriction
P
P
O
Bond Holder Representative
P
P
P
Filing
Exempted
Form 69-DEBT-II&HNW with minimum information under Section 69 and Section 70 of the SEC Act
Form 69–FD or Form 69-DEBT-PO
Rating
O
O
(except subordinated bond or perpetual bond offered to HNW still required issue rating / guarantor rating)
Issue Rating / Guarantor Rating
Intermediary (dealer/underwriter)
O
O
(except subordinated bond or unrated bond or perpetual bond offered to HNW)
P
Submission of Sale Report
15 days from the last date of the month where the sale was made
Free form with minimum contents
Supplementary documents include T&C, draft agreement appointing bond holder representative ​
15 days from the last date of the month where the sale was made
Form 81-1 filed through DSO (online)
Supplementary documents include T&C, draft agreement appointing bond holder representative
15 days from the last date of the month where the sale was made
Form 81-1 filed through DSO (online)
Supplementary documents include T&C, draft agreement appointing bond holder representative
Update Information Mandated by Section 56*
O
● Financial Statements : Same period as specified by lead regulator (Non-mandatory of accounting standards but reviewed or audited by auditor who is listed as a qualified person approved by the SEC)
● Submission of annual registration statement (Form 56-1) not required
● Financial Statements: same period as specified by lead regulator but not exceeding 180 days after the end of fiscal year
● Accounting Standards i.e. FAS, US GAAP, IFRS + reviewed or audited by the SEC approved auditor)
● Annual Registration Statement (Form 56-1)  : Information should be update correspond to filing form

 

Summarized Criteria for Offer for Sale of Bonds Overseas 

Criteria
Scope of Applicability
Offer for sale of bonds overseas where the repayment of principal and interest of bonds is denominated in foreign currency.
Eligible Issuer
Limited company or public company limited
Approval Criteria
● The issuer must be Thai entity.
● The issuer must be able to show that offer for sale of bonds will be made overseas.
● The issuer must be able to show that all trading or transfers of bonds will be made overseas
Additional Criteria of Convertible Bonds
● The issuer must be public company limited.
● The issuer must appoint the FA.
● The issuer must have notice of shareholders’ meeting stating agenda seeking shareholders’ meeting resolution to approve issuance of underlying shares.
● Shareholders’ meeting expressly approves issuance of convertible bonds and underlying shares and the resolution must be passed within 1 year prior to the offering date.
● Total number of underlying shares must not exceed 50% of total number of shares sold with certain exceptions.
Additional Criteria for Subordinated Bonds
Repayment condition ranks bond holder in the order subordinated to that of creditor.
Supplementary Documents
● Terms & Conditions (T&C)
● Draft agreement appointing bond holder representative (if secured)
On-going Obligation
● The issuer must report result of sale or exercise of convertible right together with the offering circular within 15 days from the closing date.
● The offering circular must clearly state whether the issuer is obliged to any restriction as to indebtedness in the future and details of such restriction (if any).and result of violation and submitted to within 15 days from the closing date.
● The issuer must notify BOT of the offer within 3 business days from the closing date
In case of an offer for sale of shares as a result of the exercise of conversion rights, the report shall be submitted within 15 days as from the last day of each exercise period, except where the rights can be exercised in a continuous period, the report shall be submitted within 15 days as from the last day of the month in which the rights are exercised
● In case of convertible bonds, conditions relating conversion must be clearly stated in the offering circular.
● The issue must complete the offer within 6 months from the date of approval.

 

* Exempted from submission of filing and draft prospectus with the SEC.

Regulations concerning sukuk

 
Sukuk or Islamic bonds are Shariah compliant bonds which returns are not in the form of interest but in the form of risk and reward sharing between originator (fund raiser) and sukuk holders. Not only the structure of sukuk but also the underlying assets must comply with Shariah principle. The structure of an issuance of sukuk is based on trust concept and required Shariah advisor and lawyer to guarantee that such sukuk structure is comply with Shariah principle and enforceable under Thai law. 

 

1. Approval criteria 

 

       ● In case of public offering (PO):, regulations provide for mechanism to impose sanctions to originator (fund raiser) and asset trustee in that they may be barred from issuing and offering sukuk upon certain acts/ circumstances. For instance, when the originator or asset trustee has delayed submission of reports or has history of breaching covenants in trust deeds, auditor provides a qualified opinion report or a disclaimer to the financial statements or its director or management has criminal records, had violation on the restriction of scope of offering to private placement (Institutional investors and High net worth investors), etc.   
      
       ● In case of private offering (PP), securities are deemed to be approved automatically.
 

 

2. Disclosure 

 

       ● In case of PO, full disclosure is required and financial advisor has to take part in preparing the filing documents (registration statements)
 
       ● In case of PP, there is no requirement on how disclosure should be made, given that it covers all areas specified in regulations.
 

 

3. Post-offering duties 

 

        ● In case of public offering (PO): Report on selling of securities, quarterly and annual financial statements, annual report (form 56-SUKUK) and other documents shall be submitted to the SEC within the timeframes specified.
 
        ● In case of the offer is made to institutional and high net worth investors, financial statements shall be submitted to the SEC within the same time as they are submitted to the lead regulators.
 
 
4. Other regulations
Following the procedures specified by the SEC, sukuk is required to have a credit rating and the issuer must be registered sukuk with the Thai Bond Market Association except for the offer of sale to the limited number investors and the offer of sale outside Thailand. The issuer is also required to appoint the underwriter to sale sukuk to the investors if the offering is mandated to file a registration statement. In case that the offer is made to institutional, the issuer shall be exempted from having credit rating and appoint the underwriter.

 

Summarized Criteria for Offer for Sale of Debentures under Securitization Project


Securitization project submitted by eligible person (originator) must be approved whereas special purpose vehicle (SPV) must be approved to offer for sale of bonds issued under such project. The summarized criteria are as follows:  

 
PMandatory O Non-mandatory
 
Criteria for Approval of Securitization Project
Eligible persons include financial institution, securities company,  legal entity established by specific law,  limited company or public limited company
The project is eligible to be approved if
       ● Directors, executives and controlling persons of the originator do not have prohibited characteristics.​​
       ● The project clearly specifies offering plan.
       ● Asset to be transferred to the SPV originates cash flow in the future, provided that claims or rights under a project shall be in the same type or be related.
       ● Guidelines and procedures for that investment or seek of benefit must be clearly determined.
       ● The project clearly states details concerning allocation of cash flow from assets for repayment of principal, interest and other expenses including transfer of remaining asset and benefit to the originator.
 
  
 
Criteria for Offer for Sale of bonds under the Project
The SPV eligible to be approved to offer for sale of bonds must be incorporated under Thai law and having the objective to undertake securitization project and must comply with the following criteria:
 The SPV has never been approved by the SEC to offer for sale of bonds under other project except for all the claims on such previously issued bonds have been paid.
 The project complies with the SEC regulations
The objective for the use of proceeds obtained from selling of bonds is clearly stated for the asset transfer from the originator.
● In case where the originator is foreign entity and the SPV will offer for sale of Thai baht denominated bonds, the SPV must be approved by the MOF to offer for sale of such bonds.
 
In case where the originator is foreign entity or offers for sale of foreign currency denominated bonds, it may file the documents prepared in Thai or English.
 
  
 
Approval Criteria  and Filing (for offer of Thai baht denominated Debentures)
Offering manner
Limited number of investors
1.  ≤10 investors within 4 months 
2.  Creditors for debt restructuring
II&HNW
(No limitation on offering value)
 PO
Approval Criteria
 
Approval for each offer granted upon registration of transfer restriction
Approval for each offer granted upon registration of transfer restriction
Approval for each offer / Similar criteria as those governing offer for sale of bonds
Term& Conditions(T&C)
O
(if not secured)
 
P
See Section 42 (1)-(9)
P
T&C contain clear and fair / specified items
Example of T&C for  plain debentures (link)
Bond Holder Representative
O
(except secured bond)
O
(except secured bond)
 
P
(except short-term bond)
 
 
Servicer
P
P
P
Substance of Agreement Appointing Servicer
O

O

P
Specified items
Filing
(per offer)
 
 
O

P 
(form 69-SECURITIZATION)
P 
(form 69-SECRUITZATION) 
Collaborate with FA for making the filing
Rating
O
P
issue  / guarantor  rating
(If HNW is included in the offer for sale)
P
issue  / guarantor  rating
Intermediary
(Dealer/ Underwriter)
O
P
(If HNW is included in the offer for sale)
P
Registration with ThaiBMA O P P
Update Section 56* O
P
● Same period as specified by lead regulator (Non-mandatory of accounting standards but reviewed or audited by auditor who is listed as a qualified person approved by the SEC)
 
Submission of Form 56-4 : 3 months
P
   Quarterly financial statements : 45 days / Annual financial statements : 60 days ( Accounting
standards: for public company  limited + reviewed or audited
by auditor who is listed as a qualified person approved by the SEC)
 
Submission of Form 56-4 : 3 months
 
Additional criteria for overseas offer
 The issuer must be able to satisfy that offer and subsequent transfer will be made overseas.
● Servicer must be appointed.
 The issuer must notify the Bank of Thailand of the offer within 3 business days from the closing date.
 

Summarized Criteria for Offer for Sale of Bonds Denominated in Foreign Currency in Thailand by Thai or foreign issuer

 

Both PP and PO
Eligible Issuer
Thai public company limited or limited company or branch of foreign bank
An entity under foreign law which includes
1. Unit or organization of foreign government;
2. International organization;
3. Legal entity established under foreign law which complying with the following criteria:
(1) The home regulator is able to cooperate or give assistance to the SEC Office in relation to investigation of violation of Thai law on securities and exchange, providing that the home regulator
(a) Is a member of International Organization of Securities Commissions (IOSCO) and is on the list of Signatory A of Multilateral Memorandum of Understanding concerning Consultation and Cooperation and the Exchange of Information (MMOU); or
(b) Has signed a memorandum of understanding on giving assistance to the SEC Office to the comparable extent as that provided under the MMOU under (a) and the home regulator shall be able to give such assistance to the SEC Office;
(2) Is able to demonstrate that offer for sale of newly issued bonds is in compliance with such law or regulation applicable to such legal entity established under foreign law
(3) Be approved by BOT to offer for sale of newly issued bonds to Thai investors
Language for the Document
● Thai entity which offers for sale of bonds simultaneously or a proximate period in other jurisdictions, the documents filed with the SEC Office can be prepared either in Thai or English. Foreign eligible issuer can be filed the documents prepared in English

 

 

 

Offering Type
II&HNW
PO*​
Approval
General approval but prior to every offer for sale of newly issued bonds, the approved entity shall:
1. Foreign entity: appoint the issuer’s contact person in Thailand
2. Appoint an underwriter only in cases of offer made to the investors which is not the investors in accordance with the Bank of
Thailand Notification concerning determination of criteria and practices relating to investment in instrument and derivatives overseas.
2 years shelf approval (approved issuer is allowed to offer for sale bonds without limitation on features, offering amount and number of offerings)
Criteria for approval are similar to Thai entity offering Thai baht denominated bonds in Thailand but foreign entity has to appoint contact person in Thailand
Term & Conditions (T&C)
Section 42 (1) – (9) of the SEC Act
Registration of Transfer Restriction
P
O
Bond Holder Representative
Bond holder representative (listed as a qualified person approved by the SEC) must be appointed for secured bonds :
P
(Bond holder representative must be listed as a qualified person approved by the SEC )
(Non-mandatory for ST)
Filing
Form 69-DEBT-II&HNW with minimum information under Section 69 and Section 70 of the SEC Act
Form 69-DEBT-PO or
Form 69-DEBT-FD)
FA is required to prepare a filing
Rating
 
 
(except subordinated bond or perpetual bond offered to HNW still required issue rating / guarantor rating)
Long-term : Issue/Guarantor Rating
Short-term :Issue/Issuer/Guarantor Rating
*foreign branches are required to provide additional rating of their parent Banks, except they can maintain capital adequacy requirement as stipulated in regulation
Intermediary (dealer/underwriter)
O
 
(except subordinated bond or unrated bond or perpetual bond offered to HNW)
P
Submission of Sale Report
15 days from the last date of the month where the sale was made
Form 81-1 filed through DSO (online)
Supplementary documents include T&C, draft agreement appointing bond holder representative
15 days from the last date of the month where the sale was made
Form 81-1 filed through DSO (online)
Supplementary documents include T&C, draft agreement appointing bond holder representative
Update Information Mandated by Section 56 *
● Financial Statements : same period as specified by lead regulator (Non-mandatory of accounting standards but reviewed or audited by auditor who is listed as a qualified person approved by the SEC)
● Submission of Form 56-1 not required
Thai Entity: quarterly financial statements : 45 days / annual financial statements : 60 days /
Foreign Entity: financial statements and Form 56-1 : same period as specified by lead regulator but not exceeding 180 days after the end of accounting period
● Accounting Standards i.e. FAS, US GAAP, IFRS + reviewed or audited by the SEC approved auditor)
● Annual Registration Statement (Form 56-1)  : Information should be update correspond to filing form

 

* Offer for sale of bonds for private placement to limited number of investors use similar criteria to PO

 
Both PP and PO
Additional Information​
 In cases of offer for sale of bonds by foreign entity, the filing shall at least include the following additional information:
1) Information on restrictions and risks associated as follows:
(a) Rights and protections entitled to investors who invest in bonds issued by foreign entity are of the similar nature as those entitled through making direct investment in foreign jurisdiction;
(b) Exchange rate;
(c) Legal action to be taken against the foreign entity with regard to its domicile overseas and also the competent court of law in foreign jurisdiction where legal proceedings is allowed to be trialed;
(d) Effect on holders of bonds issued by foreign entity in cases where law of jurisdiction where such entity has involved has limitation on remittance of currency overseas (if any);
2) in cases of offer for sale of bonds as sovereign issue, the filing shall contain monetary and fiscal information of the country
3) information on name and office of the contact person appointed by the entity under foreign law as its representative in Thailand
Registration with ThaiBMA​
P
 

 

Summarized Criteria for Offer for Sale of Structure notes imposing obligation on Bond holder issued by Financial Institution    

 

Criteria​
Eligible person /1
Commercial banks under Financial Institution Business Act
Securities company who has license to undertake securities business in the category of securities brokerage, dealing or underwriting not limited to securities that are investment units
Financial institutions established under specific law which is a financial institution under the law governing lending interest of financial institutions
​Approval Criteria
Being licensed or registered derivatives dealer
Having face value not less than 10 million Baht
Having redemption value not less than 80% of the received principal /2
only offering to institutional investors or high net worth investors
Having registered transfer restriction of bonds with the SEC office
Unlimited number of offerings within one year as from the effective date of filing
​Term & Conditions (T&C)
Only required for secured bonds or bonds which appoint bond holder representative
​Bond Holder Representative
Only required for secured bonds
​Filing
Form 69-SP
Intermediary
(Dealer/ Underwriter)
Only required in the case of offering to HNW of which the issuer has no dealer/ underwriter license
​Update information mandated by Section 56 *
 Financial Statements: Same period as specified by lead regulator (Non-mandatory of accounting standards but reviewed or audited by auditor who is listed as a qualified person approved by the SEC)
 
Submission of Annual registration statement (Form 56-1) is not required  
​Additional Criteria of Structured Notes
​Underlying Assets
Price or return on Thai sec​urities, group of Thai securities, or index(ices) of group of Thai  securities;
● Price or return on group of foreign securities traded on organized market or index(ices) of group of foreign securities (only allowed for the offer for sale of structured notes to II&HNW);
● Cash inflow and outflow;
 Price of commodity or price index (ices) of commodity;
Gold price or index (ices) of gold price;
● Exchange rate of foreign currency;
Interest rate;
Credit derivatives; 
● Credit rating
 
* In case where underlying asset is gold or foreign currency exchange, the eligible person must be commercial bank approved by the Bank of Thailand to undertake transactions relating to derivatives with the aforesaid underlying asset
Pay-In-Kind  
Structured notes
​In the case where the offer for sale of structured notes of which the repayment is, wholly or partially, in form of share delivery:
Inspection of underlying shares is required and
The issuer must not be an insider of the company issuing such underlying shares
 

/1 obtains a resolution to issue bonds, providing that such resolution shall be in accordance with the law that establishes or supervises financial institution that offers for sale such bonds 

/2 except Pay-In-Kind Structure notes, which the principal repayment is in the form of securities or rights to purchase, sell or exchange with reference to foreign currency or credit derivatives except Pay-In-Kind Structure notes, which the principal repayment is in the form of securities or rights to purchase, sell or exchange with reference to foreign currency or credit derivatives 

Summarized Criteria for Offer for Sale of Basel III Subordinated Debt

 

Eligible issuer : Financial institutions under Financial Institutions Businesses Act but not include branch of foreign bank
Types of investors which are allowed to invest in Basel III Subordinated Debt
 
Types of investors
Additional Tier 1
Tier 2
write down /
write off
conversion  to equity
write down /
write off
conversion  to equity
Institutional Investors (“II”)
P
P
P
P
High-net-worth Investors (“HNW”)
O
P
P*
P
Retail Investors (“PO”)
O
O
O
P

 

* can be offered to HNW if the issuer include the condition that the write down/write off of Basel III Subordinated Debt must be done after capital reduction and not exceed such reduction
 
 
Criteria for Offer for Sale of Basel III Subordinated Debt to Retail Investors : Same as the Criteria for Offer for Sale of Debt Securities (Public Offering) 

 

PP
PO
​​Limited Number of Investors
II&HNW
Public Offering
Approval Criteria
Approval for each offer
Approval for each offer
Approval for each offer
Registration of transfer restriction
P
P
O
Terms and Conditions (T&C)
O
P
contain at least items in  Section 42 (1) - (9)
P
contain at least items in  Section 42 (1) - (9)
Intermediary (dealer / underwriter)
O
P
(if HNW is included in the offer for sale)
P
Bond Holder Representative
O
O
P
a bond holder representative who is listed as a qualified person approved by the SEC
Rating
O
P

(issue rating)
(if HNW is included in the offer for sale)
P

(issue rating)
Registration with ThaiBMA
O
P
P
Update Information Mandated by Section 56
O
P
Financial statements : Same period as specified by lead regulator
Filing of Form 56-1 : Not required
(Non-mandatory of Accounting standards but reviewed or audited by an auditor who is listed as a qualified person approved by the SEC)
P
Quarterly financial statements : 45 days
Annual financial statements : 60 days
Form 56-1 : 3 months
(Accounting standards for public company limited and reviewed or audited by an auditor who is listed as a qualified person approved by the SEC)
 
Filing of Application, Filing and Submission of Sale Report
 
PP
PO
Limited Number of Investors
II&HNW
Public Offering
Approval Criteria
Approval for each offer
Approval for each offer
Approval for each offer
Pre-Offering Document
1. Submission for approval : form 35-2-1 (BASEL III)
2. Filing of feature : form 35-2-2 (BASEL III)
3. Registration of transfer restriction and resolutions of the shareholders’ meeting
    (If appointing bond holder representative, the issuer must submitted draft T&C, draft agreement appointing bond holder representative together with approval form
)
1. Submission for approval : form 35-2-1 (BASEL III)
together with draft T&C, draft agreement appointing bond holder representative
2. Filing of feature :              form 35-2-2 (BASEL III)
3. resolutions of the shareholders’ meeting
Filing
O
filing prior to each offer using form 69-DEBT-II&HNW
filing prior to each offer using form 69-DEBT-PO
Submission of Sale Report
15 days from the last date of the month where the sale was made
Form 81-1 filed through DSO (online) 
Supplementary documents include T&C, checklist for approval criteria and draft agreement appointing bond holder representative (if any)
15 days from the last date of the month where the sale was made
Form 81-1 filed through DSO (online)
Supplementary documents include T&C, checklist for approval criteria and draft agreement appointing bond holder representative (if any)
15 days from the last date of the month where the sale was made
Form 81-1 filed through DSO (online)
Supplementary documents include T&C, checklist for approval criteria and draft agreement appointing bond holder representative
 
Additional Criteria for Offer for Sale of Basel III Subordinated Debt with conversion to equity condition
 
1. Floor conversion price must be set at 50 percent of common share price of the issuer before or during the offer for sale according to the method specified by The Thai Bankers' Association
 
2. Criteria for Offer for Sale of Convertible Debentures and After Approval Conditions, which are not in conflict with the criteria and conditions related to Basel III Subordinated Debt, shall be applied mutatis mutandis for each type of investors
 
3. In order to protect the Basel III Subordinated Debt holders, the provision of change in the exercising of conversion rights must be stipulated in the terms and conditions
 
4. An offer for sale of Basel III Subordinated Debt must be completed within one year after the date of obtaining the resolution from the shareholders’ meeting approving the issuance of Basel III Subordinated Debt and reserved shares

 

​  

Last updated on 14 September 2015
The Securities and Exchange Commission, Thailand
333/3 Vibhavadi-Rangsit Road, Chomphon , Chatuchak Bangkok 10900, Thailand
Tel. +66 2033 9999 Fax. +66 2033 9660 e-mail : info@sec.or.th<
Copyright www.sec.or.th 2013 Privacy Policy | Disclaimer | Site Map