The SEC
has endorsed the concept of regulatory enhancement regarding issuance and
offering for sale of sustainability-themed bonds* to give opportunities for
businesses of all sizes including SMEs and startups to raise fund through
crowdfunding and private placement. This approach also aims to promote SMEs and
startups to strengthen their adaptability and participate in business
development in the realm of sustainability, which is crucial to the strategy
and business operations to mitigate sustainability risk, enhance
competitiveness, and contribute to the country’s goal of achieving net zero
greenhouse gas emissions. The SEC has incorporated feedback and suggestions
from stakeholders into the drafting process of the regulations and conducted a
public hearing on the draft regulations in December 2023.
Subsequently, the
SEC has issued the amended regulations on issuance and offering for sale of
sustainability-themed bonds, effective on 1 April 2024, with the following key
points:
(1) revising the rules for private
placement of convertible bonds by small and medium-sized enterprises and
private limited companies (PP-SME)** to accommodate
issuance and offering for sale of green bonds, social bonds, or sustainability
bonds;
(2) revising the rules for bond offering through crowdfunding to
accommodate issuance and offering for sale of sustainability-themed bonds of
all types.
In addition, issuers of sustainability-themed bonds are
required to disclose information and report to investors
regarding sustainability aspects such as use of proceeds of the bond for environmental
and social projects, project selection criteria, project progress reporting,
alignment of business strategy with sustainability goals, and reporting
progress towards established sustainability goal. This is
to align with international standards and provide investors with
decision-making information, thereby increasing confidence in the offering of sustainability-themed
bonds.
Interested parties can download the Sustainability-themed Bond Offering Manual
as well as notifications of related regulations from the SEC website: https://www.sec.or.th/TH/Pages/LawandRegulations/ResourceCenter-SustainabilityBond.aspx
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Remarks:
* Sustainability-themed bonds
include green bond, social bond, and sustainability bond (GSSB) and sustainability-linked
bond (SLB).
** PP-SME means an offering for sale of securities through private placement by
small and medium-sized enterprises and private limited companies.