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SEC amends regulations for offering of newly issued securities by listed company under rehabilitation plan approved by the Central Bankruptcy Court



Wednesday 17 April 2024 | No. 80 / 2024


Bangkok, 17 April 2024 – The Securities and Exchange Commission (SEC) has issued notifications amending the regulations for approval of offering for sale of newly issued securities by listed company under rehabilitation plan approved by the Central Bankruptcy Court (“Rehabilitation Listed Company”), with the existing mandate on compliance with relevant disclosure and/or reporting rules. The main objective is to provide an alternative channel for such offering and facilitate a flexible rehabilitation process without undue burdens while maintaining appropriate investor protection. The amended regulations take effect from 16 April 2024 onwards.

The Capital Market Supervisory Board has approved the proposed amendments to the regulations for offering for sale of newly issued securities by Rehabilitation Listed Company to provide an alternative channel for restructuring debts or funds of Rehabilitation Listed Company. The amendments align with the current restructuring frameworks and the rehabilitation process is flexible. After conducting a public hearing and incorporating respondents’ comments and suggestions into the drafting of amendments, the SEC has issued the amended regulations* with the key points as follows:   

(1) Granting Rehabilitation Listed Company, required to offer and sell newly issued securities by the Rehabilitation Plan, an exemption from submitting an application for approval to the SEC on the condition that the Company must disclose material information in the Registration Statement and Draft Prospectus (“the Filing”) prior to the offering of such securities;

(2) Requiring the Filing to be submitted via Form 69-1 similar to the case of public offering. Additionally, rehabilitation information must also be disclosed, such as the Rehabilitation Plan and a summary of such plan, and significant related risks, etc. The Filing fee is waived and the cooling off period is 14 days. In addition, Financial Advisor (FA), who must not be the Rehabilitation Plan Administrator, is required to cooperate with the issuer of the securities in preparing and submitting such Filing; and 

(3) Specifying the offering period for such newly issued securities according to the Rehabilitation Plan. 

The amended regulations have been published in the Government Gazette and have become effective since 16 April 2024. 

____________________

Remark: 

* The five notifications specifying the amended regulations are:  

(1) Notification of the Capital Market Supervisory Board No. Tor Jor. 9/2567 Re: Issuance and Offering for Sale of Securities of Listed Company under Rehabilitation Plan, dated 2 April 2024: https://publish.sec.or.th/nrs/10173s.pdf; 

(2) Notification of the Capital Market Supervisory Board No. Tor Jor. 10/2567 Re: Filing of the Registration Statement for Securities Offering (No. 22), dated 2 April 2024: https://publish.sec.or.th/nrs/10177s.pdf;  

(3) Notification of the Capital Market Supervisory Board No. Tor Jor. 11/2567 Re: Filing of the Registration Statement for Offering of Debt Securities (No. 4), dated 2 April 2024: https://publish.sec.or.th/nrs/10175s.pdf; 

(4) Notification of the Office of the Securities and Exchange Commission No. Sor Mor. 7/2567 Re: Determination of Fees on Filing of the Registration Statement, Registration and Other Applications (No. 69), dated 2 April 2024: https://publish.sec.or.th/nrs/10172s.pdf; 

(5) Notification of the Office of the Securities and Exchange Commission No. Sor Shor. 8/2567 Re: Approval of Financial Advisor and Scope of Duties (No. 13), dated 2 April 2024: https://publish.sec.or.th/nrs/10171s.pdf. 





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No. 80 / 2024 Wednesday 17 April 2024
SEC amends regulations for offering of newly issued securities by listed company under rehabilitation plan approved by the Central Bankruptcy Court

Bangkok, 17 April 2024 – The Securities and Exchange Commission (SEC) has issued notifications amending the regulations for approval of offering for sale of newly issued securities by listed company under rehabilitation plan approved by the Central Bankruptcy Court (“Rehabilitation Listed Company”), with the existing mandate on compliance with relevant disclosure and/or reporting rules. The main objective is to provide an alternative channel for such offering and facilitate a flexible rehabilitation process without undue burdens while maintaining appropriate investor protection. The amended regulations take effect from 16 April 2024 onwards.

The Capital Market Supervisory Board has approved the proposed amendments to the regulations for offering for sale of newly issued securities by Rehabilitation Listed Company to provide an alternative channel for restructuring debts or funds of Rehabilitation Listed Company. The amendments align with the current restructuring frameworks and the rehabilitation process is flexible. After conducting a public hearing and incorporating respondents’ comments and suggestions into the drafting of amendments, the SEC has issued the amended regulations* with the key points as follows:   

(1) Granting Rehabilitation Listed Company, required to offer and sell newly issued securities by the Rehabilitation Plan, an exemption from submitting an application for approval to the SEC on the condition that the Company must disclose material information in the Registration Statement and Draft Prospectus (“the Filing”) prior to the offering of such securities;

(2) Requiring the Filing to be submitted via Form 69-1 similar to the case of public offering. Additionally, rehabilitation information must also be disclosed, such as the Rehabilitation Plan and a summary of such plan, and significant related risks, etc. The Filing fee is waived and the cooling off period is 14 days. In addition, Financial Advisor (FA), who must not be the Rehabilitation Plan Administrator, is required to cooperate with the issuer of the securities in preparing and submitting such Filing; and 

(3) Specifying the offering period for such newly issued securities according to the Rehabilitation Plan. 

The amended regulations have been published in the Government Gazette and have become effective since 16 April 2024. 

____________________

Remark: 

* The five notifications specifying the amended regulations are:  

(1) Notification of the Capital Market Supervisory Board No. Tor Jor. 9/2567 Re: Issuance and Offering for Sale of Securities of Listed Company under Rehabilitation Plan, dated 2 April 2024: https://publish.sec.or.th/nrs/10173s.pdf; 

(2) Notification of the Capital Market Supervisory Board No. Tor Jor. 10/2567 Re: Filing of the Registration Statement for Securities Offering (No. 22), dated 2 April 2024: https://publish.sec.or.th/nrs/10177s.pdf;  

(3) Notification of the Capital Market Supervisory Board No. Tor Jor. 11/2567 Re: Filing of the Registration Statement for Offering of Debt Securities (No. 4), dated 2 April 2024: https://publish.sec.or.th/nrs/10175s.pdf; 

(4) Notification of the Office of the Securities and Exchange Commission No. Sor Mor. 7/2567 Re: Determination of Fees on Filing of the Registration Statement, Registration and Other Applications (No. 69), dated 2 April 2024: https://publish.sec.or.th/nrs/10172s.pdf; 

(5) Notification of the Office of the Securities and Exchange Commission No. Sor Shor. 8/2567 Re: Approval of Financial Advisor and Scope of Duties (No. 13), dated 2 April 2024: https://publish.sec.or.th/nrs/10171s.pdf.