Upon the review of the Securities and Exchange Act, SEC finds that certain provisions of the law do not support the issuance of debt securities under the current economic situations. For example, the legal requirement on minimum face value of debentures may be too high and hinder retail investors to access debt markets, or the prohibition of set-off can cause unnecessary procedures and fees to issuer who wants to rollover the matured debt into a new one or who wants to restructure terms and conditions of the current debt into different one (refinance). In addition, the current law states that issuer must declare its intention to appoint debtholders’ representative since the beginning process that it applies for approval of debenture issuance to SEC because the appointment during the tenure of such securities is not allowed.  Moreover, none of the current provisions support the appointment of representative for holders of no guaranteed bond that issued by government agencies which, if allows, could be a protection mechanisms for debenture holders and bondholders.  

Principles of the proposed amendment are as follows: (1) repeals requirement on minimum face value of debentures (currently set at 100 Baht per unit), but each unit of the same issue must have equal face value (2) permits the issuer to use set-off methods when it decides to rollover or restructuring debt (3) allows the issuer to appoint debenture holders’ representative at any time during the term of such securities, and (4) adds provision to support the appointment of bondholders’ representative for no guarantee bond issued by government agencies. 

The consultant paper is available at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=680.  Stakeholders and interested parties are welcome to submit comments via SEC website or email: kruaonn@sec.or.th, pattarav@sec.or.th or chavisa@sec.or.th. The public hearing ends on 30 December 2020. 

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