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Regulations

Debt Securities

 

Plain Bonds or Bills 

 

 ​

Private 

Placements 

to Limited 

Number of 

Investors 

(PP-10)

Private

Placement 

to 

Institutional 

Investors (II)

Private 

Placement 

to 

High Net

Worth 

Investors 

(HNW)

Public 

Offering 

(PO)

Approval

​​

Qualifications and approval rules

- Applicable to the offering of  bills and bonds.

- 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).

- For the offering of bills, the approval will be granted upon submission of the report on features of the bills.

- Can be offered only to persons related to the issuer[1] or II or HNW.

- If the offering is made to HNW who is not a person related to the issuer, it shall be made through intermediaries.

- For the offering of bills, a statement of 'Intended to be negotiable among institutional investors, high net worth investors, and investors related to the issuer' shall be included on the front of the bills.

- In case of bills having an agreement to provide additional collateral for debt repayment, such agreement must be enforceable under the law.

 

- Applicable to the offering of short-term bills and bonds.

- 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)

- For the offering of bills, the approval will be granted upon submission of the report on features of the bills.

- For the offering of bills, a statement of 'Intended to be negotiable among institutional investors' shall be included on the front of the bills.

 

- Applicable to the offering of bonds[2] 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. The directors and executives shall be listed on the database of directors and executives of the securities issuing companies.

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

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).

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

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

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

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 on 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

Not specified.

10 million baht or more.

10 million baht or more (unless an exemption is provided to allow offering of bills).

-

Fast track

-

-

-

Available only if the issuers' qualifications meet the requirements[3].

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 per 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 misleading.

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 to HNW which is not a person related to the issuer.

-

Securities companies that sell debt securities.

Fast track: Securities companies that sell debt securities.

Normal track: Financial advisor.

Bondholders' representative

- (except in case of secured bonds)

- (except in case of secured bonds)

Required.

Required.

MTN program

-

Available.

Available.

Available.

Registration with the ThaiBMA

-

Only long-term bonds.

Only long-term bonds.

Only long-term bonds.

Ratings

-

-

-

Required.

 

[1] This means persons who are related to the issuer in terms of business relationship, investment, or administration and management of the issuer, for example, customers, suppliers of raw materials, potential business partners of the issuer, the affiliated companies of the issuer (parent company, subsidiaries, subsidiaries of the same level or associated companies), any shareholder of the issuer who holds 5 percent or more of the total shares, the directors, executives, employees of the issuer, the directors and executives of the affiliated companies. Such criteria shall be approved by the board of directors of the issuer where the clients suitability and availability of investment information to the investors shall be taken into account. 

[2] Except in case where the issuers are commercial banks, finance companies, credit foncier companies, securities companies and life insurance companies, the short-term bills may be offered to HNW.

[3] For listed companies on the Stock Exchange of Thailand that do not have any issue of good corporate governance in which the same criteria as required for the secondary public offering will be applied.


 

Related Manuals/ Guidelines


 

  • Appendix 1: Events that would require a company to update company information in the registration statement using Form 69-SUPPLEMENT (appendix to Notification No. Tor Jor. 66/2561)

  • Appendix 2: Timetables summarizing effective period of filing and draft prospectus (appendix to Notification No. Tor Jor. 66/2561)

  • Guideline on submission of reports required under Section 57

  • Reporting of a change or replacement of bondholders' representative after the issuance of bonds

  • Guideline on submission of annual key financial ratio

  • Summary of supporting documents for the application to offer debt securities using IPOS system

  • Guideline on transmission of data using IPOS system and transmission method

Related Rules and Regulations


Related forms​

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For More Information

Bond Department

Tel. +66-2263-6490 / +66-2033-4632  ​​​​