The amendments will enhance the standards for issuance and offering of debt securities and the disclosure rules to better align with current circumstances and ensure that investors will receive comprehensive and timely information for making investment decisions. To become effective from 1 August 2024 onwards*, the amendments contain the key points as summarized below:
(1) An issuer with existing bonds that are in the process of being extended or having their payments deferred, or are currently in default, is permitted to issue and offer subordinated bonds only. Additionally, the names of the bonds to be offered must clearly state that the issuer is in the process of extending the payment period or is currently in default;
(2) An issuer seeking permission to issue and offer debt securities for sale to ultra-high net worth (UHNW) investors or high net worth (HNW) investors must prepare financial statements according to the Thai Financial Reporting Standards for Publicly Accountable Entities (PAE standards), starting with the annual financial statements for the year 2027. This ensures that potential investors have sufficient information to analyze the issuer's debt repayment capability;
(3) An issuance and offering of high-risk debt securities must clearly include the term, "High-Risk Bond" in the name of the securities. Additionally, a warning statement must be provided to investors on asset allocation to advise them to diversify their investment portfolio and on the risks associated with investing in such debt securities.
Additionally, the SEC has amended the disclosure rules to provide investors with clear, systematic, and easily trackable information, enabling them to better analyze the issuer's debt repayment capability and financial position. The amendments include disclosure of additional types of use of proceeds, key financial ratios suitable for each industry, financial highlights, and financial covenants.
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Notes:
* There are eight relevant notifications of regulations, as follows:
(1) Notification of the Capital Market Supervisory Board No. Tor Jor. 12/2567 Re: Application and Approval for Issuance and Public Offering of Newly Issued Debt Securities (No. 7), dated 30 April 2024: https://publish.sec.or.th/nrs/10196s.pdf
(2) Notification of the Capital Market Supervisory Board No. Tor Jor. 13/2567 Re: Application and Approval for Issuance and Private Placement of Newly Issued Debt Securities and Offering of Convertible Bonds to Persons with Specific Characteristics (No. 8), dated 30 April 2024: https://publish.sec.or.th/nrs/10201s.pdf
(3) Notification of the Capital Market Supervisory Board No. Tor Jor. 14/2567 Re: Rules, Conditions and Procedures for Reporting Disclosure of Financial Position and Operating Results of Securities Issuer (No. 27), dated 30 April 2024: https://publish.sec.or.th/nrs/10202s.pdf
(4) Notification of the Capital Market Supervisory Board No. Tor Jor. 15/2567 Re: Sale of Debt Securities and Newly Issued Warrants of Securities Issuer (No. 5), dated 30 April 2024: https://publish.sec.or.th/nrs/10203s.pdf
(5) Notification of the Capital Market Supervisory Board No. Tor Jor. 16/2567 Re: Filing of the Registration Statement for Offering of Debt Securities (No. 5), dated 30 April 2024: https://publish.sec.or.th/nrs/10209s.pdf
(6) Notification of the Capital Market Supervisory Board No. Tor Jor. 17/2567 Re: Provisions related to Issuance and Offering for Sale of Sukuk and Information Disclosure (No. 16), dated 30 April 2024: https://publish.sec.or.th/nrs/10215s.pdf
(7) Notification of the Office of the Securities and Exchange Commission No. Sor Jor. 13/2567 Re: Reporting Information Disclosure of Debt Securities Issuer after Debt Securities Offering (No. 3), dated 30 April 2024: https://publish.sec.or.th/nrs/10217s.pdf
(8) Notification of the Office of the Securities and Exchange Commission No. Sor Jor. 14/2567 Re: Rules and Procedures for Preparation of Fact Sheet of Financial Instruments (No. 27), dated 30 April 2024: https://publish.sec.or.th/nrs/10216s.pdf