Earlier,
the Ministry of Commerce issued the Ministerial Regulation Prescribing Rules
and Procedures on the Repurchase of Shares, Disposal of Repurchased Shares and
Deduction of Repurchased Shares of Companies (No. 3) B.E. 2568 (2025) (Amended
Ministerial Regulation on Share Repurchase), which revised the criteria for
share repurchase by public limited companies to enable the share repurchase
mechanism to be used more effectively as a tool for managing financial
liquidity, addressing unexpected circumstances and enhancing the
competitiveness of the Thai capital market.
Accordingly,
the SEC has amended the criteria for exemption from the requirement to file registration
statements and draft prospectuses with the SEC in cases where listed companies dispose
of repurchased shares under ESOPs. The SEC previously conducted the first
public hearing on the principles during October–November 2025 and the second
public hearing on the draft notification during April–May 2026; most
respondents agreed with the proposed amendments.
The SEC
has therefore issued the relevant notification*, effective from 16
July 2026. The key substance is as follows: where the repurchased shares are
securities listed on the Stock Exchange of Thailand, the listed company may
apply for an extension of the disposal period for repurchased shares for a
further period of up to two years, provided that the following conditions under
the amended Ministerial Regulation on Share Repurchase are met:
(1)
The listed company is unable to dispose of the repurchased shares within the
period specified for the share repurchase, but not exceeding three years from
the completion of the repurchase;
(2)
The weighted average market price of the listed company’s shares over the
three-month period prior to the date on which the board of directors resolves
to convene a shareholders’ meeting is lower than the average repurchase price;
and
(3)
The listed company obtains approval from the shareholders’ meeting before the
expiry of the prescribed period for the share repurchase.
In
addition, the SEC has issued a circular** entitled “Clarification on the
Extension of the Disposal Period for Repurchased Shares (Treasury Stocks)” to
ensure accurate and consistent understanding among stakeholders regarding the
amended criteria.
Notes:
* Notification of the Securities
and Exchange Commission No. KorJor. 4/2569 Re: Exemption
from the Requirement to File Registration Statements in Cases where Public
Limited Companies Dispose of Repurchased Shares (No. 3),
dated 7 July 2026
** Circular No. SEC.NorRor.(Wor)
42/2569 Re: Clarification on the Extension of the Disposal
Period for Repurchased Shares (Treasury Stocks)