The Securities and Exchange Commission (SEC) has revised the regulations related to issuance and offering for sale of sustainability-themed bonds through crowdfunding and private placement, enabling small and medium-sized enterprises (SMEs) and startups to access funding and contribute to sustainable development. Effective on 1 April 2024, the regulations also enhance information disclosure in line with international standards.   

The SEC has endorsed the concept of regulatory enhancement regarding issuance and offering for sale of sustainability-themed bonds* to give opportunities for businesses of all sizes including SMEs and startups to raise fund through crowdfunding and private placement. This approach also aims to promote SMEs and startups to strengthen their adaptability and participate in business development in the realm of sustainability, which is crucial to the strategy and business operations to mitigate sustainability risk, enhance competitiveness, and contribute to the country’s goal of achieving net zero greenhouse gas emissions. The SEC has incorporated feedback and suggestions from stakeholders into the drafting process of the regulations and conducted a public hearing on the draft regulations in December 2023.

Subsequently, the SEC has issued the amended regulations on issuance and offering for sale of sustainability-themed bonds, effective on 1 April 2024, with the following key points:   
(1) revising the rules for private placement of convertible bonds by small and medium-sized enterprises and private limited companies (PP-SME)** to accommodate issuance and offering for sale of green bonds, social bonds, or sustainability bonds;
(2) revising the rules for bond offering through crowdfunding to accommodate issuance and offering for sale of sustainability-themed bonds of all types. 

In addition, issuers of sustainability-themed bonds are required to disclose information and report to investors regarding sustainability aspects such as use of proceeds of the bond for environmental and social projects, project selection criteria, project progress reporting, alignment of business strategy with sustainability goals, and reporting progress towards established sustainability goal. This is to align with international standards and provide investors with decision-making information, thereby increasing confidence in the offering of sustainability-themed bonds.

Interested parties can download the Sustainability-themed Bond Offering Manual as well as notifications of related regulations from the SEC website: 

https://www.sec.or.th/TH/Pages/LawandRegulations/ResourceCenter-SustainabilityBond.aspx

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Remarks: 
* Sustainability-themed bonds include green bond, social bond, and sustainability bond (GSSB) and sustainability-linked bond (SLB).  
** PP-SME means an offering for sale of securities through private placement by small and medium-sized enterprises and private limited companies.