Chapter 3
Public Offering of Securities
 
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Section 63.
 
 
The provisions of this Chapter shall not apply to the offer for sale of the following securities:
(1) treasury bills;
(2) government bonds;
(3) Bank of Thailand bonds;
(4) bonds whose principal and interest are guaranteed by the Ministry of Finance;
(5) any other securities as specified in the notification of the SEC.
 
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Section 64.
 
 
The provisions of this Chapter shall not apply to the offer for sale of securities in the following cases:
(1) the offer for sale of newly issued investment units of a securities company licensed to manage mutual funds;
(2) the offer for sale of securities to the public or any person having a total value less than the amount specified in a notification of the SEC;
(3) the offer for sale of securities whose characteristics, type, or number of investors are specified in the notification of the SEC.

In an offer for sale of securities in accordance with (2) and (3), the promoters of a public limited company, a company or owner of securities shall report the result of the sale to the Office within fifteen days from the closing date of offer for sale.
 
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Section 65.
 
 
The offer for sale of securities to the public or any person may be made only when the registration statement and the draft prospectus which have been filed with the Office by the promoters of a public limited company, a company or owner of securities have become effective.
 
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Section 66.
 
 
In cases where the offer for sale of securities to the public or any person in accordance with Section 65 required an approval from the Office, the promoters of a public limited company, or a company may file the registration statement and draft prospectus together with the application for approval in accordance with Section 32, Section 33 and Section 34 or may make such filing after the approval has been granted.

In cases where an approval has been granted in accordance with Section 33 or Section 34 to a company to offer for sale newly issued securities to the public or any person several times within the amount and time as specified by the Office and those securities are securities which have a repayment period not exceeding two hundred and seventy days, the company need not file a registration statement and draft prospectus each time the offer for sale is made but shall submit to the Office any changes in the information contained in the registration statement and draft prospectus which have previously been filed with the Office not less than five working days prior to the date of delivery or the date of distribution of the prospectus.
 
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Section 67.
 
 
Subject to the provisions of Section 68, a registration statement and draft prospectus shall be effective upon the lapse of forty-five days after the receipt of such registration statement and prospectus by the Office, except where the SEC specifies an effective date before such period.
 
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Section 68.
 
 
In cases where the promoters of a public limited company, or a company has submitted the registration statement and draft prospectus with an application for approval of an offer to sell newly issued securities in accordance with Section 32, Section 33 or Section 34, and the Office has not yet given an approval after the lapse of the time specified in Section 67, such registration statement and draft prospectus shall become effective only when the approval has been granted to the promoters of such public limited company, or such company to make an offer for sale of the newly issued securities.
 
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Section 69.
 
 
A registration statement shall be in the form as specified in the notification of the SEC and shall have the following details:
(1) objective of the offer for sale of the securities to the public or any person;
(2) name of the issuing company which issues securities;
(3) capital of the company;
(4) amount and type of the securities offered for sale;
(5) expected selling price per unit of securities;
(6) nature of the business;
(7) financial condition, business operation, and material information of the business;
(8) management and major shareholders of the issuing company;
(9) auditor, regularly contacted financial institutions, and legal advisor of the issuing company;
(10) procedures for the subscription, underwriting and allocation of securities;
(11) other information as specified in the notification of the SEC.

In filing a registration statement, the Office may instruct the promoters of a public limited company, a company or owner of securities to attach any documents other than those specified in the registration statement.
 
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Section 70.
 
 
In addition to the information to be provided in accordance with Section 69, the registration statement for the sale of securities in the category of bills or debentures shall also contain the following information:
(1) rights and restrictions related to the transfer of bills or debentures;
(2) return on debentures and bills;
(3) property or other collateral used as security for repayment (if any);
(4) debenture holder representative (if any);
(5) encumbrances on the property of the company which issues securities in case of unsecured securities;
(6) outstanding debt from previous issues of bills or debentures;
(7) procedure, time, and place of repayment;
(8) procedures for the conversion of rights (if any);
(9) other information as specified in the notification of the SEC.
 
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Section 71.
 
 
In addition to the information to be provided in accordance with Section 69, the registration statement for the sale of certificates representing the rights to purchase shares, certificates representing the rights to purchase debentures, or certificates representing the rights to purchase investment units, shall also contain the following information:
(1) rights and conditions under the certificates;
(2) shareholders' resolution authorizing the issue of shares, or debentures, or approval by the Office to issue investment units for exercising rights under the
certificates, as the case may be;
(3) amount of shares, debentures, or investment units to be issued under the certificates;
(4) procedures for the conversion of rights;
(5) other information as specified in the notification of the SEC.
 
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Section 72.
 
 
The draft prospectus shall be in the form as specified in the notification of the Office and wherever there are corresponding particulars in the draft prospectus and the registration statement, the material facts stated therein shall be the same.
 
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Section 73.
 
 
In cases where the Office is of the opinion that the statements or particulars in the registration statement and draft prospectus are incomplete, the Office has the power to order the person who files the registration statement and draft prospectus to file additional information or amend the registration statement and draft prospectus. However, the Office may not give such an order after the registration statement and draft prospectus have become effective in accordance with Section 67 or Section 68.
 
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Section 74.
 
 
Prior to the effective date of the registration statement and draft prospectus, the promoters of a public limited company, a company or owner of securities who wishes to amend the particulars or information in the registration statement and draft prospectus may submit an application for such amendment to the Office. Where such amendment concerns material information, the Office may deem the date of the receipt of such amendment to be the commencement date of the period of time required under Section 67 for the filing of the new registration statement or the draft prospectus.
In cases where the Office is of the opinion that the amendment as referred to in the first paragraph shall affect the interests of investors, the Office has the power to order the promoters of a public limited company, a company or owner of securities to file additional documents or information.
 
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Section 75.
 
 
In calculating the period of time in accordance with Section 67, the period from issuance by the Office of an order under Section 73 or under the second paragraph of Section 74, until receipt by the Office of the complete documents or information shall not be taken into calculation.
 
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Section76.
 
 
After the date on which the registration statement and draft prospectus have become effective, the Office shall have the following powers:
(1) In cases where the Office finds that the statements or particulars in the registration statement and prospectus are false or fail to disclose material facts that should have been stated therein which may cause damage to the purchasers of securities, the Office has the power to order the suspension of the effectiveness of the registration statement and draft prospectus, and in cases where the offer for sale of securities is given an approval in accordance with Section 32, Section 33 or Section 34, the Office has the power to order the withdrawal of such approval immediately;
(2) In cases where the Office finds that the statements or particulars in the registration statement and prospectus contain material facts which are incorrect, or there is an event which causes a material change in the information contained in the registration statement and draft prospectus which may affect the investment-making decisions of the purchasers of securities, the Office has the power to order the temporary suspension of the effectiveness of the registration statement and draft prospectus until a course of action has been taked to make a correction and other action is taken as specified by the Office in order to make public the amendment of such information;
(3) In cases where the Office finds that the statements or particulars in the registration statement and prospectus are incorrect in other aspects, the Office has the power to order the promoters of a public limited company, a company or owner of securities who files the said documents to make corrections.

The order of the Office under the first paragraph does not affect any act of the promoters of a public limited company, a company or owner of securities undertaken prior to such order and does not affect the rights of any person as provided in Section 82 to claim for compensation.
 
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Section 77.
 
 
When the promoters of a public limited company, a company or owner of securities has filed the registration statement or draft prospectus, distribution of the information relating to the offer for sale of securities may be made prior to the effective date of such registration statement and draft prospectus. However, the information so distributed must contain material facts as specified in a notification of the Office, as well as a clear statement showing that such distribution of information is not a prospectus, provided that it shall be in accordance with the rules and procedures as specified in the notification of the Office.
 
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Section 78.
 
 
Any person who wishes to examine or obtain a copy of a registration statement and draft prospectus filed with the Office may do so in accordance with the regulations as specified in the notification of the Office.
 
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Section 79.
 
 
When a registration statement and draft prospectus have become effective, the offer for sale of securities to the public may be made only when the prospectus containing the date of filing of the registration statement and draft prospectus has been delivered or distributed.
 
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Section 80.
 
 
Advertisement and invitation to the public or any other person to purchase securities by the promoters of a public limited company, a company or owner of securities which do not follow the procedure as referred to in Section 79 can be made only when the registration statement and draft prospectus have become effective in accordance with Section 67 or Section 68 and shalll not contain exaggerated, false or misleading statement. In cases where the advertisement is made by means of printed matter, it shall also contain the following details:
(1) amount, type, offer price per unit and total value of securities offered;
(2) name of the promoters of the public limited company, the company or the owner of the securities;
(3) type of business to be or being operated;
(4) place and time at which the draft prospectus may be obtained;
(5) names of underwriters (if any);
(6) other particulars as specified in the notification of the SEC.
 
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Section 81.
 
 
After the completion of the sale of securities, the promoters of a public limited company, a company or owner of securities shall report the result of the sale to the Office. In cases where an offering is made through an underwriter, the promoters of a public limited company, a company or owner of securities shall report the amount of securities and the amount of money paid for securities which have been purchased by the underwriter as well.

The report as referred to in the first paragraph shall be made in accordance with the rules and procedures as specified in the notification of the SEC.
 
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Section 82.
 
 
In cases where the registration statement and prospectus contain false statements or particulars or fail to disclose material facts that should have been stated therein, any person who purchases securities from the promoters of a public limited company, a company or owner of securities, and such person is still the owner of such securities, who suffers damage from such purchase, shall have the right to claim compensation from the company or the owner of the securities.

The securities purchaser who has a right to claim compensation in accordance with the first paragraph must have purchased the securities before the facts under the first paragraph become apparent. However, the facts must become apparent within one year from the effective date of the registration statement and draft prospectus.
 
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Section 83.
 
 
The following persons shall be liable in accordance with Section 82 jointly with the company or the owner of securities unless such persons can prove that they are not aware of the facts or by their positions they could not have been aware of the truthfulness of the information or the failure to disclose the facts required to be stated:
(1) directors who have the power to bind the company and signed their names in the registration statement and prospectus;
(2) promoters of a public limited company who signed their names in the registration statement and prospectus;
(3) underwriters, auditors, financial advisors, or appraisers of assets who intentionally or with gross negligence signed their names to certify the information in the registration statement and prospectus.
 
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Section 84.
 
 
The company or the owner of securities and the persons referred to in Section 83 are not liable to pay compensation in accordance with Section 82 in the following cases:
(1) the subscribers knew or should have known that the statements or particulars were false or that there was a failure to disclose material facts required to be stated therein;
(2) damage did not arise from the result of the receipt of false information or the failure to disclose material facts required to be stated therein.
 
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Section 85.
 
 
The liability for damages under Section 82 shall be equivalent to the difference between the amount which the person who exercises the right to claim compensation has paid for the acquisition of such securities and the price which should have been, had the disclosure of information been correctly made as specified by the Office, and which price shall not be less than the par value of such securities. Provided that interest at the maximum average rate payable for fixed deposit of one year or more from at least four commercial banks specified by the Office shall be added to the difference.
 
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Section 86.
 
 
The rights to claim for compensation in accordance with Section 82 shall have a limitation period of one year from the date on which the fact that the registration statement and prospectus contained false information became known or should have been known, but not exceeding two years from the effective date of the registration statement and draft prospectus.
 
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Section 87.
 
 
The effectiveness of the registration statement and draft prospectus shall not be taken to mean that the SEC and the Office have certified the correctness of information contained in the registration statement and draft prospectus or that the SEC and the Office have guranteed the price of the securities being offered for sale.
 
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Section 88.
 
 
The company or the owner of the securities shall deliver securities to the purchasers of the securities in accordance with the rules, conditions and procedures as specified in the notification of the SEC.
 
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Section 89.
 
 
The auditor who gives an opinion on a financial statement which is disclosed in the registration statement of newly issued securities and prospectus in this Chapter shall be an auditor who has been given an approval by the Office.