Thailand's Securities and Exchange Commission ("SEC") has amended the rules governing private placements ("PPs") by listed companies which are intended to ease the offering process and provide more procedural efficiency. The new rules are set out in the Notification of the Capital Market Supervisory Board No. TorJor. 28/2565 Re: Approval for Listed Companies to Offer Newly Issued Shares through Private Placement ("TorJor. 28/2565 Notification") which has repealed and replaced the the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Approval for Listed Companies to Offer Newly Issued Shares through Private Placement. The TorJor. 28/2565 Notification takes effect for the issuance of PP shares from 1 July 2023.
The key changes and updates in TorJor. 28/2565 Notification include:
- The new rules eliminate the requirement for SEC approval. The allocation and pricing of PP shares shall be deemed to have obtained SEC approval, provided that the issuer fully complies with its information disclosure and corporate approval requirements.
- In case the PP is considered to have material events (e.g. PP shares are issued at a price below market price), the issuer is also required to obtain an independent financial advisor's opinion report and propose it to the shareholders’ meeting for consideration.
- A silent period no longer applies for the remaining shares from the Right Offering ("RO") and Preferential Public Offering ("PPO") to be offered to PP investors, provided that the PP share price is not lower than the offering price of the RO or PPO.
- The new rules improve the calculation for "market price", provided that the issuer must first use the weighted average price of the shares as a benchmark to fix the market price, except for certain cases where such calculation is not suitable or cannot be calculated. Other benchmarks may be used in the following order: (i) the book building price or (ii) the fair price evaluated by a financial advisor as in the qualified list of SEC.
