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SEC public hearing on draft amendments on waiver of mandatory tender offer pursuant to the shareholders? meeting resolution (whitewash)



Tuesday 25 July 2017 | No. 62 / 2017



Bangkok, 25 July 2017 ? The SEC is seeking public comments on the draft amendments to the rules governing application for a waiver of mandatory tender offer for all securities of a business pursuant to the resolution of the shareholders? meeting (whitewash) to be in line with the principles of other related regulations as well as to solve practical issues and provide sufficient information for shareholders? decision making.

The proposed amendments to the rules, conditions and procedures for obtaining a waiver of tender offer for all securities of a business are consistent with the takeover rules in such matters as the definition of the related person of the waiver applicant, the inclusion of securities held by concert parties, and the revision of disclosure requirements to provide shareholders with sufficient information before passing a resolution, especially the opinion of the company's board of directors. In addition, the provisions on prescription of more severe penalties are proposed in case the applicant fails to comply with the post-approval conditions.   

The amendments on whitewash are in accordance with the existing principles whereby the applicant shall be granted a waiver provided that the shareholders? meeting has approved the exemption from making a tender offer based on sufficient and accurate information. This is because a whitewash exemption can affect the shareholders of a business as it involves issuance of capital shares and change of the controlling power. Thus, the shareholders should decide for themselves whether to accept or exempt a tender offer for all securities of the business.   

The SEC conducted a public hearing on the governing principles in late 2015 and later took into consideration the comments and suggestions of business operators and related parties during the amendment drafting process. The consultation paper is available at www.sec.or.th/hearing. Stakeholders and interested parties are welcome to submit comments through the website, or facsimile at 0-2033-9976 or email: corporat@sec.or.th. The public hearing ends on 25 August 2017. 

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Building Confidence in the Capital Market
NEWS
Securities and Exchange Commission
Corporate Communication and Investor Service Department
Tel. (66)2033-9502-5 E-mail: press@sec.or.th
No. 62 / 2017 Tuesday 25 July 2017
SEC public hearing on draft amendments on waiver of mandatory tender offer pursuant to the shareholders? meeting resolution (whitewash)


Bangkok, 25 July 2017 ? The SEC is seeking public comments on the draft amendments to the rules governing application for a waiver of mandatory tender offer for all securities of a business pursuant to the resolution of the shareholders? meeting (whitewash) to be in line with the principles of other related regulations as well as to solve practical issues and provide sufficient information for shareholders? decision making.

The proposed amendments to the rules, conditions and procedures for obtaining a waiver of tender offer for all securities of a business are consistent with the takeover rules in such matters as the definition of the related person of the waiver applicant, the inclusion of securities held by concert parties, and the revision of disclosure requirements to provide shareholders with sufficient information before passing a resolution, especially the opinion of the company's board of directors. In addition, the provisions on prescription of more severe penalties are proposed in case the applicant fails to comply with the post-approval conditions.   

The amendments on whitewash are in accordance with the existing principles whereby the applicant shall be granted a waiver provided that the shareholders? meeting has approved the exemption from making a tender offer based on sufficient and accurate information. This is because a whitewash exemption can affect the shareholders of a business as it involves issuance of capital shares and change of the controlling power. Thus, the shareholders should decide for themselves whether to accept or exempt a tender offer for all securities of the business.   

The SEC conducted a public hearing on the governing principles in late 2015 and later took into consideration the comments and suggestions of business operators and related parties during the amendment drafting process. The consultation paper is available at www.sec.or.th/hearing. Stakeholders and interested parties are welcome to submit comments through the website, or facsimile at 0-2033-9976 or email: corporat@sec.or.th. The public hearing ends on 25 August 2017. 

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