THAILAND: Consultation Proposes Relaxing Major Shareholding Reporting Rules

Tuesday February 12 2019

The Securities and Exchange Commission (“SEC”) has opened a consultation for comment, which proposes improving rules for reporting the acquisition or disposal of securities and the holding of securities for business takeovers.

Under the rules of the Securities and Exchange Act (“SEA”), a notification is required to be made to the office of the Securities and Exchange Commission, each time an acquisition or disposal of securities causes the aggregate holding of the shares to reach or pass a multiple of 5 percent of the voting rights of the business

Currently Non-voting depositary receipts (“NVDR”) holders must report the acquisition or disposal of NVDRs representing shares, either separately or in combination with shares (if any) using Form 246-2-NVDR, to Thai NVDR. In addition, NVDR holders are, with respect to the underlying shares, still required to comply with the reporting requirements of Section 246 (Form 246-2).

Under the proposed rules:

• The seller and the purchaser of securities must submit a report on the acquisition or disposal of securities within five business days from the closing of the offer (currently 3 days);
• The applicant must report the shareholding structure of other legal persons which are considered the same person in the case of a group of companies.
• A tender offeror must match the highest price that a person in their group purchases such shares during the 90 days before submitting tender offer to be permitted to delist.
• Reporting on holdings of NVDRs to the SEC, will be removed, in order to reduce burden.
• The development of systems for the transmission of information in computer readable formats, which can be read and processed immediately.

Interested parties can respond on the website or fax at 0-2263-6099 or via e-mail corgov@sec.or.th until 9th March, 2019.

Click on the above link for the consultation