The Securities and Exchange Commission, Thailand (SEC) is seeking public comments on proposed principles and draft regulations for approval of offering for sale of newly issued securities by listed company under rehabilitation plan approved by the Central Bankruptcy Court (“Rehabilitation Listed Company”), with the existing mandate on compliance with relevant disclosure and/or reporting rules. The main objective of this regulatory proposal is to provide an alternative channel for such offering and facilitate a flexible and expedited rehabilitation process without undue burdens while maintaining appropriate investor protection. 

In the current context of business rehabilitation, there is a more diverse range of guidelines for restructuring debts or funds of Rehabilitation Listed Company. Therefore, to ensure that the regulations for offering for sale of newly issued securities align with the current restructuring frameworks and that the rehabilitaion process is flexible and expedited, with disclosure criteria and appropriate investor protection measures in place according to the investor types, the SEC is proposing to amend relevant regulations to provide an alternative channel for Rehabilitation Listed Company that complies with the disclosure and/or reporting rules. The proposed principles and draft regulations contain the following essences:  

  (1)  Provide an alternative channel for Rehabilitation Listed Company, required to offer and sell newly issued securities by the Rehabilitation Plan, with an exemption from submitting an application for approval to the SEC, providing further that the Company must comply with all requirements on information disclosure and submission of reports under relevant regulations. On investor side, sufficient information for their investment decisions will be provided as the Filing of the Registration Statement and Draft Prospectus (“Filing”) is required by the SEC prior to the offering of such securities;

  (2) Set the criteria for the Filing submission by using Form 69-1 as in the case of public offering plus rehabilitation information such as the Rehabilitation Plan and a summary of such plan, and significant related risks, etc., where the filing fee will be waived and the cooling off period will be 14 days. In addition, Financial Advisor is required to cooperate with the issuer of the securities in preparing and submitting such Filing; and

  (3) The offering period for such newly issued securities will be specified by the Rehabilitation Plan. 

The consultation paper is available at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=971. Stakeholders and interested parties are welcome to submit comments and suggestions through the website or email: corporat@sec.or.th. The public hearing ends on 22 February 2024.