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Regulations

Debt Securities

 

Bonds Denominated in Foreign Currencies


 

Private 

Placement to ​​

Institutional 

Investors (II)

Private 

Placement to 

High Net Worth 

Investors (HNW)

Public Offering 

(PO)

Qualifications and approval rules

- Applicable to the offering of bonds only.

- For the offering of bonds, the approval will be granted upon the registration of the transfer restriction, features of bonds, draft terms and conditions and a bondholders' representative appointment agreement (in case of secured bonds/ bonds with a bondholders' representative). (Original requirements)

 

- Applicable to the offering of bonds only.

- Application shall be submitted for an approval. The following qualifications will be considered:

1. Financial statements shall be prepared in accordance with the financial reporting standards that are acceptable to lead regulator and there shall be no expression of opinion that the auditor's scope of audit is limited by any act or omission to act of issuers' directors or executives.

2. The issuers shall not fail to file the financial statements or related reports to the SEC/ SET.

3. In case of Thai companies,

3.1 The directors and executives shall be listed on the database of directors and executives of the securities issuing companies.

3.2 The controlling persons shall not have any of the untrustworthy characteristics.

4. In case of foreign companies,

4.1 Offering of the bonds is legally made under the foreign laws and regulations.

4.2 Representative is appointed in Thailand throughout the term of the bonds.

4.3 There is no ground to suspect that the lead regulator of the capital market of the country wherein the issuer is established is unable to provide an assistance to the SEC Office.

5. No record of breaches of regulations and laws (i.e. being currently subject to a criminal complaint or legal prosecution for an offense concerning property by a relevant agency, only for a cause arising from a deceitful, fraudulent or dishonest act, or having an application for an offer for sale of newly issued securities rejected by the SEC Office on a suspicious ground related to disclosure of information to the public and such information was incomplete, contrary to facts, insufficient for making an investment decision, or misled investors in a manner of concealing or disguise or making up non-existing facts.

6. Complete disclosure of information in accordance with the prescribed form.

- Applicable to the offering of bonds only.

- Application shall be submitted for an approval. The following qualifications will be considered:

1. Financial statements shall be prepared in accordance with the Thai Financial Reporting Standards for Publicly Accountable Entities (PAEs) or with other standards pursuant to the notification[1] (in case of foreign companies).

2. The issuers shall not fail to file the financial statements or related reports to the SEC/ SET.

3. In case of Thai companies,

3.1 The directors and executives shall be listed on the database of directors and executives of the securities issuing companies.

3.2 The controlling persons shall not have any of the untrustworthy characteristics.

4. In case of foreign companies,

4.1 Offering of the bonds is legally made under the foreign laws and regulations.

4.2 Representative is appointed in Thailand throughout the term of the bonds.

4.3 There is no ground to suspect that the lead regulator of the capital market of the country wherein the issuer is established is unable to provide an assistance to the SEC Office.

5. No record of breaches of regulations and laws (i.e. being currently subject to a criminal complaint or legal prosecution for an offense concerning property by a relevant agency, only for a cause arising from a deceitful, fraudulent or dishonest act, or having an application for an offer for sale of newly issued securities rejected by the SEC Office on a suspicious ground related to disclosure of information to the public and such information was incomplete, contrary to facts, insufficient for making an investment decision, or misled investors in a manner of concealing or disguise or making up non-existing facts.

6. No grounds to suspect that the directors, executives, and major shareholders having other interest which may be in conflict with the best interest of the business or having benefits transferred from the business.

7. Not being in default om principal or interests of any debt securities or in default on a loan payment.

8. Not being in breach of the terms and conditions of the debt securities.

Face value of bills

-

-

-

Fast track

-

-

Available only if the issuers' qualifications meet the requirements.

Period of time required in observing + considering the application

-

15 days for the consideration.

Fast track:

Observation
= 10 days if the terms and conditions are in line with the sample form provided by the SEC.

= 30 days if the terms and conditions are different from the sample form provided by the SEC.

Consideration = 14 days

Normal track: Observation and consideration period take 90 days and 30 days respectively.

Application fees

-

10,000 baht/ 2 years (MTN) or 10,000 baht/each application (Issue basis)

30,000 baht/ 2 years (MTN) or 30,000 baht/ each application (Issue basis)​​

Disclosure of information (Filing)

Filing

Minimum requirements under section 69 – 70 of the SEA.

Minimum requirements under section 69 – 70 of the SEA.

Complete, sufficient and not deceiving.

Factsheet form

Required.

Required.

Required.

Additional disclosure in filing/factsheet

-

- Key financial ratios.

- Historical records of default on principal or interests of debt securities or default on loan payments, and breach of terms and conditions in the past three years.

- Risks of business and investment in debt securities.

Intermediaries performing the duties of product screening

-

Securities companies that sell debt securities.

Fast track: Securities companies that sell debt securities.

Normal track: financial advisor.

Bondholders' representative/ trustee

- (except in case of secured bonds)

Required.

Required.

MTN program

Available.

Available.

Available.

Registration with the Thai BMA

Only long-term bonds.

Only long-term bonds.

Only long-term bonds.

Ratings

-

-

Required.

  

[1]​ Such as:    ​(a) Thai Financial Reporting Standards (TFRS)

​​(b) International Financial Reporting Standards (IFRS)

(c) Financial Accounting Standards (FAS)

(d) United States Generally Accepted Accounting Principle (US GAAP)

(e) financial reporting standards recognized or specified by home regulator, or related laws and relevant rules of foreign country where its business has established, only if the foreign company has prepared and disclosed information in the financial statement with demonstrating effect of different item between such financial reporting standards and IFRS (Reconciled IFRS)

(f) Other financial reporting standards recognized by the SEC office


 

Related Handbooks/ Guidelines

  • Guideline on bonds offered for sale abroad

Related Rules and Regulations

Related forms

  • Form 69-BASE-FD

  • Form 69-PRICING-FD

  • Form 69-SUPPLEMENT-FD


 

For More Information

​Bond Department

Tel. +66-2263-6490 / +66-2033-4632