As part of the SEC’s policy to promote the capital market as a viable source of funding for small and medium-sized enterprises (SMEs), the SEC established regulations governing private placements of newly issued shares and CDs by LiVEx-listed companies. The regulations aim to enhance efficiency and facilitate fundraising through the capital market under a more flexible framework while continuing to uphold appropriate investor protection principles. The SEC conducted a public hearing on the proposed amendments from August to September 2026, during which most respondents agreed with the proposal.

The SEC has therefore issued eight notifications* to amend the relevant regulations. The key points are as follows:
        (1) Where an offering is made to institutional investors (II), ultra-high-net-worth investors (UHNW) and high-net-worth investors (HNW), not exceeding 50 persons, with an offering value of less than 10 million baht in any 12-month period, no application for approval is required and the offering is exempt from the requirement to file a registration statement and draft prospectus (filing);
          (2) LiVEx-listed companies are required to disclose relevant information, including details to be included in the notice of the shareholders’ meeting, to ensure that shareholders are provided with sufficient and appropriate information;
          (3) Shareholders are not granted a veto right in cases of PP offerings at a lower price** for both newly issued shares and CDs, as well as in all cases of offerings of shares and warrants to directors or employees under employee stock option programs (ESOP).

The amended regulations took effect on 1 November 2026.

Notes: * The related notifications are as follows:

1. Notification of the Securities and Exchange Commission No. Kor Jor. 6/2569 Re: Exemption from Filing of Registration Statement for Offer for Sale of Securities (No. 11) dated 12 October 2026 https://publish.sec.or.th/nrs/11296s.pdf
2. Notification of the Securities and Exchange Commission No. Kor Jor. 7/2569 Re: Exemption from the Requirements to Submit Registration Statements for the Offer for Sale of Debt Securities (No. 3) dated 12 October 2026, and the schedule attached thereto Re: Characteristics of Debt Securities Offerings Exempt from Filing of Registration Statement https://publish.sec.or.th/nrs/11297s.pdf
3. Notification of the Capital Market Supervisory Board No. Tor Jor. 31/2569 Re: Offer for Sale of Newly Issued Shares by Public Limited Companies for Listing on the LiVE Exchange and Offering of Securities by LiVE Exchange-listed Companies (No. 6), dated 12 October 2026 https://publish.sec.or.th/nrs/11298s.pdf
4. Notification of the Capital Market Supervisory Board No. Tor Jor. 32/2569 Re: Application for and Approval of Offer for Sale of Newly Issued Debt Securities through Private Placement and Offer for Sale of Convertible Debentures to Specific Persons (No. 17), dated 12 October 2026 https://publish.sec.or.th/nrs/11299s.pdf
5. Notification of the Capital Market Supervisory Board No. Tor Jor. 33/2569 Re: Approval for Listed Companies to Offer Newly Issued Shares through Private Placement (No. 4), dated 12 October 2026 https://publish.sec.or.th/nrs/11300s.pdf
6. Notification of the Capital Market Supervisory Board No. Tor Jor. 34/2569 Re: Particulars of Notice Calling Shareholders’ Meeting of Listed Company to Obtain Approval for the Issuance and Offer of Securities for Sale (No. 4), dated 12 October 2026 https://publish.sec.or.th/nrs/11301s.pdf
7. Notification of the Capital Market Supervisory Board No. Tor Jor. 35/2569 Re: Offer for Sale of Newly Issued Securities to Directors or Employees (No. 8), dated 12 October 2026 https://publish.sec.or.th/nrs/11302s.pdf
8. Notification of the Office of the Securities and Exchange Commission No. Sor Jor. 23/2569 Re: Calculation of Offer Price of Securities and Determination of Market Price for Consideration of Offer for Sale of Newly Issued Shares with Discount (No. 2), dated 12 October 2026 https://publish.sec.or.th/nrs/11303s.pdf

** A lower price refers to an offering in which the offering price or the conversion price is set at less than 90 percent of the market price, or less than 90 percent of the issuer’s book value per share, whichever is higher. The market price refers to the weighted average price of the issuer’s shares traded on the exchange for a period of not less than seven consecutive business days but not more than 15 consecutive business days prior to the date on which the offering price is determined. However, in determining whether a PP offering of shares or CDs by a LiVEx-listed company constitutes a lower-price offering, reference shall be made to the market price or the book value, as applicable, whichever is higher.