Earlier, the SEC set out principles for PP regulations governing the offering of newly issued shares and CDs to enhance efficiency and facilitate fundraising by LiVEx-listed companies through the capital market under a more flexible framework while continuing to uphold appropriate investor protection principles. The SEC conducted a public hearing on the proposed principles from March to April 2026, during which most stakeholders expressed agreement with the proposed principles. The SEC has therefore prepared the related draft regulations in line with those principles.

In this connection, the SEC is seeking public comments on eight related draft regulations to accommodate PP of newly issued shares and convertible debentures by LiVEx-listed companies. The key points are as follows:

            (1) The PP offerings must be made to institutional investors (II), ultra-high-net-worth investors (UHNW) and high-net-worth investors (HNW), not exceeding 50 persons, with an offering value of less than 10 million baht in 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) LiVEx-listed companies 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 at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1197 and on the Legal Hub at https://law.go.th/listeningDetail?survey_id=Nzg0MERHQV9MQVdfRlJPTlRFTkQ= Stakeholders and interested parties are invited to submit comments through these websites or by email to fundraisingpolicy@sec.or.th. The public hearing ends on 7 September 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 a 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.