The initiative forms part of the SEC’s policy efforts to strengthen the capital market as a viable source of funding and an important mechanism for supporting small and medium-sized enterprises (SMEs). In this regard, the SEC has considered introducing PP regulations governing the offering of newly issued shares and CDs by LiVEx-listed companies. The proposed regulatory framework is intended to facilitate fundraising activities by providing appropriate regulatory flexibility, while continuing to uphold investor protection principles.

Accordingly, the SEC is inviting public comments on the proposed regulations, under which LiVEx-listed companies would be permitted to conduct PP offerings of newly issued shares and CDs. The key aspects of the proposal are summarized as follows:

    (1) LiVEx-listed companies would be allowed to conduct PP offerings to institutional investors (II), ultra-high net worth investors (UHNW), and high net worth investors (HNW), provided that the number of offerees does not exceed 50 persons and the total offering value must be less than THB 10 million within any 12 month period. Such offerings would not require prior approval from the SEC and would be exempt from the requirement to file a registration statement and draft prospectus (filing);

    (2) Issuers 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 for their consideration;

    (3) Shareholders would not be 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 program (ESOP).

The consultation paper is available on the SEC website (www.sec.or.th) at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1146 and on the Legal Hub (https://law.go.th/) at https://law.go.th/listeningDetail?survey_id=NjczN0RHQV9MQVdfRlJPTlRFTkQ=. Stakeholders and interested parties are invited to submit comments via the SEC website or by email to fundraisingpolicy@sec.or.th. The public hearing ends on 26 April 2026.

Note:

* 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 an 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.