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Regulations

Debt Securities

Sukuk[1] 


 

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

- The approval will be granted upon the registration of the transfer restriction, features of the instruments, draft terms and conditions and a Sukuk trustee appointment agreement (in case of secured Sukuk/ Sukuk with a Sukuk trustee).

- 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.

 

- The approval will be granted upon the registration of the transfer restriction, features of the instruments, draft terms and conditions and a Sukuk trustee appointment agreement (in case of secured Sukuk/ Sukuk with a Sukuk trustee). (original requirements)

 

 

 

- 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. The transfer restriction is registered, including an application for an approval of the person who will act as the Sukuk trustee, a draft Trust Deed and a copy of opinion of Shariah advisor that the Sukuk being offered for sale is in compliance with the Islamic principles.

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

 

-  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

-

-

-

-

Fast track

-

-

-

-

Period of time required in observing + considering the application

-

-

15 days for the consideration.

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 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.

 

Sukuk trustee

- (except in case of secured Sukuk)

- (except in case of secured Sukuk)

Required.

Required.

MTN program

-

Available.

Available.

Available.

Registration with the ThaiBMA

-

Only long-term Sukuk.

Only long-term Sukuk.

Only long-term Sukuk.

Ratings

-

-

-

Required.

 

[1] If the issuer is a foreign company that issues and offers Sukuk for sale to HNW or PO, requirements for the offer for sale of debt securities denominated in Thai Baht by foreign companies shall also be complied with.

Related Handbooks/ Guidelines

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

  • Appendix 2: Timetables summarizing effective period of filing and draft prospectus (appendix to Notification No. Tor Jor. 69/2561)

Related Rules and Regulations

Related forms

  • Form 69-PO-SUKUK: Registration statement for offer for sale of Sukuk (Issue basis)

  • Form 69-BASE-PO-SUKUK: Registration statement for offer for sale of Sukuk (MTN)

  • Form 69-II&HNW-SUKUK: Registration statement for offer for sale of Sukuk (Issue basis)

  • Form 69-BASE-II&HNW-SUKUK: Registration statement for offer for sale of Sukuk (MTN)

  • Form 69-PRICING SUKUK

  • Form 69-SUPPLEMENT-SUKUK

  • Factsheet for Sukuk and explanations       

For More Information

Bond Department

Tel. +66-2263-6490 / +66-2033-4632