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Regulations

Debt Securities

 

​Structured Notes 

 

 

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 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) and an approval for shares which may be used as underlying is granted (if any).

- Can be offered only to persons related to the issuer 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.

 

- 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) and an approval for shares which may be used as underlying is granted (if any). (original requirements)

 

 

 

- Applicable to the offering of bonds only.

- Application shall be submitted for an approval. The following qualifications will be considered[1]:

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. Being licensed or registered as the derivative dealers pursuant to the Derivatives Act, B.E. 2546.

7. Having exposures to the underlying or derivative position with the persons licensed or registered as derivative dealers pursuant to the Derivatives Act, B.E. 2546 (if the issuer is not qualified under 6).

8. The transfer restriction is registered.

9. A report on features of the bonds is submitted.

10. Draft terms and conditions and a bondholders' representative appointment agreement (in case of secured bonds/ bonds with a bondholders' representative) are submitted.

11. An approval for shares which may be used as underlying is granted (if any).

12. 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. Being licensed or registered as the derivative dealers pursuant to the Derivatives Act, B.E. 2546, or having exposures to the underlying or derivative position with the persons licensed or registered as derivative dealers pursuant to the Derivatives Act, B.E. 2546.

2. Financial statements shall be prepared in accordance with the Thai Financial Reporting Standards for Publicly Accountable Entities (PAEs).

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

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

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

6. 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.

7. 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.

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

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

10. An approval for shares which may be used as underlying is granted (if any).

11. No terms that would require bondholders who have held their bonds until the maturity to have their investments repaid less than 80 percent of the amount that the issuer received from the investors.

Face value of bills

-

-

-

-

Fast track

-

-

-

-

Period of time required in observing + considering the application

-

-

Observation and consideration period take 45 days and
30 days respectively.

Observation and consideration period take 90 days and
30 days respectively.

Application fees

-

-

10,000 baht each application.

30,000 baht each application.

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 mislead.

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.

- Financial advisor.

- Securities companies that sell debt securities (in case of compliance with the requirements).

Bondholders' representative

- (except in case of secured bonds)

- (except in case of secured bonds)

 

Required (except for issuers that are financial institutions).

Required (except for issuers that are financial institutions).

MTN program

-

-

-

-

Registration with the Thai BMA

-

-

-

-

Ratings

-

-

-

Required.

 

 [1]  For issuance and offering of bonds to II by issuers that are not financial institutions or registered as the derivative dealers pursuant to the Derivatives Act, B.E. 2546, requirements under 7 – 12 shall be complied with.  

Related Handbooks/ Guidelines

  • Summary of debt securities issuance guidelines (for structured notes, BASEL III-compliant instruments, bonds of government agencies and securitization bonds)

  • Debt securities issuance guideline for PP-10 (for structured notes, BASEL III-compliant instruments, bonds of government agencies and securitization bonds)

  • Debt securities issuance guideline for II & HNW (for structured notes, BASEL III-compliant instruments, bonds of government agencies and securitization bonds)

  • Debt securities issuance guideline for PO (for structured notes, BASEL III-compliant instruments, bonds of government agencies and securitization bonds)

Related Rules and Regulations

Related forms


 

For More Information

​Bond Department

Tel. +66-2263-6490 / +66-2033-4632