The Office of Securities and Exchange Commission (“SEC”) of Thailand is proposing an amendment to the current rules and procedures regarding takeovers which have been enforced since 2011 to align with the international standards and reduce the burden on businesses.
The key proposed updates include the following:
1) The revision of the tender offer and the reporting requirements when acquiring shares directly and when acquiring shares through related entities to be more consistent.
2) The addition of cases generally exempted from the tender offer requirements, such as the case of compliance with other laws, the case of supporting or rehabilitating the business, the case of no change in control, and the case of exercising rights in accordance with the shareholding proportion.
3) The clearer pricing guidelines for cases involving acquisitions through entities (“chain principle”) and non-compensated share transfer within 90 days.
4) Additional requirements to enhance transparency and ensure fair practice, for instance, the duties and conditions of the tender offeror or the applicant for the waiver, the regulation for Partial Tender Offer (“PTO”), the extension of the whitewash waiver to broader cases, and the amendment to the form 247-4 to reflect the current revision.
The proposal is currently open for a public hearing from 1 November 2024 and was set to close on 30 November 2024.