At present, the SEC is in the process of amending the takeover regulations to enhance clarity and align them with international principles. The amendments aim to support the provision of sufficient information to shareholders and investors for decision-making and to reduce burdens and obstacles for the private sector. Examples include the determination of tender offer obligations in cases of direct acquisition of shares and in cases of acquisition of a juristic person under Section 258; additional exemptions from the general obligation to make a tender offer; the determination of tender offer prices; the specification of duties and conditions of tender offerors or applicants for waivers; and partial tender offers. Public comments on these principles have already been sought.*

During the process of amending the takeover regulations, the SEC has identified certain aspects that may remain unclear and may affect practical interpretation in some respects. Accordingly, additional amendments to the regulations have been proposed, as approved by the Capital Market Supervisory Board, together with the launch of a public hearing on the additional amended regulations. The objective is to enhance clarity and comprehensiveness, ensure consistency with current circumstances, further support shareholders and investors in receiving sufficient information for decision-making, and reduce burdens and obstacles for the private sector. The key principles are as follows:

(1) To prescribe the obligation to submit a declaration of intent to acquire securities for takeover purposes in accordance with Form 247-3 (Form 247-3) in cases of a conditional public announcement. The amendments aim to ensure that the company, the company’s shareholders, and investors receive information on the details of the mandatory conditions prior to the making of a tender offer in the form of an official report when a public announcement is required. In addition, the requirement to submit Form 247-3 is exempted in order to reduce the burden on the private sector in cases of a tender offer for the purpose of delisting securities (Tender Delist).

(2) To prescribe the conditions for applying for a waiver from the requirement to conduct a partial tender offer (PTO), by providing greater clarity on the calculation of the number of shares to be obtained from the exercise of rights to purchase or conversion under convertible securities with respect to such waiver applications, as well as on the calculation of voting rights for resolutions of shareholders’ meetings with respect to such waiver applications.

(3) To prescribe the timeframe for reducing the shareholding proportion in a company and the timeframe for submitting Form 246 2 in cases where an exemption from the obligation to make a tender offer applies. In such cases, the shareholding proportion in the company or the control over the company, as applicable, must be reduced within seven business days from the date of acquisition of shares as reported under the form for reporting the acquisition or disposition of securities, and Form 246 2 must be submitted within three business days from the date on which the shares are acquired or control over the company is obtained.

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=1160 and on the Legal Hub (https://law.go.th/) at https://law.go.th/listeningDetail?survey_id=NzEwMURHQV9MQVdfRlJPTlRFTkQ=. Stakeholders and interested parties are invited to submit comments through the relevant websites or by email to corporat@sec.or.th. The public hearing ends on 10 June 2026.

Note: 
*SEC News No. 226/2024 on “SEC seeks public comments on proposed amendments to the takeover regulations,” dated 1 November 2024