(Translation) Bor.Jor. (Wor) 21 /2015. May 11, 2015

Transcription

1 Bor.Jor. (Wor) 21 /2015 (Translation) May 11, 2015 To: Re: Managing directors of listed companies, member companies, non-member companies, financial advisors and legal advisors Amendments to the SET regulations on listing of foreign companies, infrastructure companies and holding companies The Stock Exchange of Thailand (SET) would like to inform you that SET has amended its rules and regulations concerning the listing of securities on SET to accommodate various categories of business as part of the strategic plan to enhance the Thai capital market s competitiveness and increase investors investment choices. The amended regulations can be summarized as follows: 1. Primary listing The regulations are amended for the listing of foreign companies that have not been listed on any stock market (primary listing) and to be based on the same principles as those applicable to Thai companies, including listing of securities, disclosure of information, maintaining listing status, delisting of securities and other relevant regulations. Initially, the listing regulations will be applicable to those companies with performance (track records) and profit conformed to SET listing (profit test). Additional conditions have been imposed to protect Thai investors. 2. Secondary listing The regulations of secondary listing (foreign company which are listed or will be listed on home exchange, which is foreign exchange located in the countries specified by the Securities and Exchange Commission (the SEC) and wishes to be listed on The Stock Exchange of Thailand (SET)), have recently been revised by canceling the qualifications regarding listing duration in home exchange and being in the top quartile of market capitalization in home exchange or having minimum of THB 10 billion. Nevertheless, these companies must meet the same track record criteria as primary listing criteria except for those operating infrastructure business. Moreover, criteria on information disclosure and status retention have also been amended with additional conditions that will benefit supervision and investor protection, while maintaining the principles in compliance with the home exchange regulations. 3. Infrastructure companies The regulations are amended in order to support the infrastructure business operated for foreign general public s benefits. This will increase the channel of fundraising in accommodating the listing of infrastructure company and infrastructure trust. Both Thai and foreign infrastructure companies must have the same qualifications criteria with one exception that infrastructure business operated for foreign general public s benefits is required to have track record of same management not less than 1 year and have commercial income for not less than 1 year due to higher risk probability as such more information should be available for investors decision-making. The criteria for the listing of infrastructure trust are in line with the SEC s.

2 2 4. Holding company The criteria regarding information disclosure and status retention have been revised to be in line with the characteristics of holding company s business operation, for example, the requirement of disclosure of events that affect the core company, etc. In addition, SET has adjusted the structure of the regulations to make it more user-friendly. Please find enclosed the summary of the amended criteria and regulations. The effective date is May 16, Related materials can be downloaded via under the topics: Rules/Regulations > Regulations > SET Circular of Listing and Disclosure Department ( Yours sincerely, (Signed) Supakit Jirapraditkul (Mr. Supakit Jirapraditkul) Group Head, Market Supervision Listing and Disclosure Department Tel: Fax: ,

3 Summary of amended criteria and regulations 1. Summary of regulations and criteria for Primary listing 2. Summary of amended regulations for foreign company on Secondary listing 3. Summary of amended listing criteria for Infrastructure company 4. Summary of amended listing criteria for Holding company

4 ( 2 ) Summary of regulations and criteria for Primary Listing Subject Listing of Securities Criteria for Thai listed companies Performance: Operating profit THB 50 million (last 2 or 3 years) THB 30 million (previous year) and accumulative net profit prior to submission period Track record 3 years Same company management with consistency 1 year The same as Thai listed companies Criteria for Primary listing Additional conditions / Exemptions Only profit test criteria will be applied. Paid-up capital: THB 300 million - Free float: 25% and 1,000 persons - Cumulative number of shares offered for - sale at IPOs: 15% Financial status and liquidity: - Equity THB 300 million, having stable financial status and sufficient working capital Management and corporate governance: To have management, independent directors, audit committee, corporate governance, internal control and conflict of interest as specified by The SEC Thailand Financial statements and auditors: The qualifications as specified by The SEC Thailand Provident fund: A provident fund to be established according to the laws Registrar: The exchange itself or a third person approved by the exchange Silent period for 55% of paid-up capital after IPO: Applicant with business operations: 1-year silent period from the first trading day, 25% of shares can be gradually sold after 6 months. At least two Thai residents with Thai nationality to serve on the board of directors, of which at least one director is independent director and audit committee member Exempted 3-year silent period, 20% of shares can be gradually sold after 1 year Foreign companies having Thai shareholders (Thai link) according to the following criteria are subject to 1-year silent period:

5 ( 3 ) Subject Disclosure of information Criteria for Thai listed companies Applicant based on the criteria of investment in infrastructure having commercial income before filing application: 3-year silent period from the first trading day, 20% of shares can be gradually sold after 1 year of listing Applicant based on the criteria of investment in infrastructure not having commercial income before filing application: 3-year silent period from the first trading day until the date on which the applicant having had commercial income for 3 years, 20% of shares can be gradually sold after 1 year of commercial income Financial advisor (FA): To have FA, whose name appears in The SEC Thailand s approved list for 1 year Information and period to be disclosed: To disclose when there is occurrence of any event and at the period as specified by SET Language: Thai and English Any of these actions: backdoor listing, capital increase, etc. The same as Thai listed companies Criteria for Primary listing Additional conditions / Exemptions a) Holding combined shares 50% of total shares with voting rights, or b) holding combined shares 40% of total shares with voting rights due to restrictions under relevant laws or conditions on joint investment with the government sector Must have FA to provide services for 3 years For foreign companies having Thai shareholders (Thai link), to have FA providing services for 1 year Additional conditions To have a contact person with Thai nationality and being resident in the Kingdom of Thailand as specified by The SEC Thailand To disclose Information to investors on the risks of the applicant s restrictions concerning law enforcement To comply with the conditions concerning business management as specified by The SEC Thailand and extra conditions or listing agreement as specified by SET Exemption Language used for disclosure: English. Additionally, Thai language can also be used.

6 ( 4 ) Subject Maintaining listing status Delisting of Securities Trading, clearing and settlement of securities Criteria for Thai listed companies Directors, independent directors and audit committee members: The qualifications are as specified by The SEC Thailand Auditors: The qualifications are as specified by The SEC Thailand Internal control system: As specified by The SEC Thailand Free float: 15% and 150 persons Voluntary delist and Mandatory delist: as specified by SET Trading criteria and procedures are as specified by SET. The same as Thai listed companies Criteria for Primary listing Additional conditions / Exemptions Additional conditions - To disclose information overseas on any significant change in rules or regulations related to shareholders rights Additional conditions - To maintain status, in line with The SEC Thailand s approval criteria such as having liaison in the Kingdom of Thailand, having Thai nationality directors and residing in the Kingdom of Thailand, etc. - - For a foreign firm offering shares to the public via the setting up of a holding company in Thailand, with major foreign shareholders and having core businesses overseas, wishing to be listed on SET, the criteria for primary listing will be applied for the time being. For a foreign company filing its application as a holding company or infrastructure company, the criteria for holding company or infrastructure company will also have to be applied.

7 ( 5 ) Summary of amended regulations for foreign company on Secondary listing Subject Current regulations Amended regulations Applicant s Qualifications Disclosure of information Maintaining listing status Change of Company Structure Having a market capitalization in home exchange in the first quartile or THB 10 billion Track record: Being listed on home exchange 3 years Paid-up capital THB 300 million Operating profit THB 50 million (last 2 or 3 years) THB 30 million (previous year) Subject to home exchange s criteria To disclose information upon the occurrence of the following events: - an event or any act obliged to disclose to home regulator - a change in any law by home regulator - any event affecting the rights and benefits of shareholders Subject to home exchange s criteria Having a liaison in Thailand Having a registrar approved by the exchange Subject to home exchange s criteria Cancelled Cancelled Unchanged Unchanged Additional conditions: To disclose any order issued and/or informed by home regulator, by disclosing only public information Additional conditions: To have directors, financial advisor, financial statements and auditors as specified by The SEC Thailand Additional conditions: An application for relisting must be submitted again for consideration when: There is a major change in the corporate structure such as merger and acquisition, backdoor listing, cash company, according to the home exchange criteria or There is a change in status from Secondary Listing to Primary Listing and vice versa.

8 ( 6 ) Summary of amended listing criteria for Infrastructure company To list as a company Subject (Infrastructure Company) General Characteristics A company that invests in infrastructure in Thailand Addition: A company that invests in infrastructure in foreign countries Types of assets permissible for investment Electric power generation and supply system Water supply system and irrigation system Land transportation system for the purpose of facilitating travel or resolving traffic problems Ports, airports Telecommunications system Pollution control and prevention system Addition: Irrigation system / water management system Natural disaster prevention system Alternative energy Additional reports must be submitted together with listing application: Feasibility study Legal due diligence (if core business located in foreign country) Technology feasibility (if any) To list as a trust unit (Trust) A trust created for the purpose of investing in real estate in Thailand or foreign countries (Real Estate Investment Trust: REIT) Addition: A trust created for the purpose of investing in infrastructure (infrastructure trust) Real estate with the objective of seeking benefits in the form of rental income (REIT) Addition: Assets permissible for investment according to the The SEC Thailand s criteria on infrastructure fund 1 : Rail transportation Electricity / water supply Special expressway or concession Airport Deep-sea port Telecommunications Irrigation system / water management system Natural disaster prevention system Alternative energy Paid-up capital / asset size THB 300 million REIT THB 500 million infrastructure trust THB 10 billion 1 Infrastructure fund seeking for listing on SET must invest in infrastructure projects that benefit Thailand with the size THB 2 billion

9 ( 7 ) Subject Track Record Free float Silent Period Disclosure of Information Free Float Maintenance To list as a company (Infrastructure Company) Exempt Additional conditions: An infrastructure project developed for the benefit of foreign countries must have track record under same management 1 year 25% and 1,000 persons or 20% and 1,000 persons (only if paid-up capital THB 3 billion) 3 years after listing or having commercial income The same criteria applicable for any listed company Additional conditions: A progress report of the project must be submitted every 6-month period until the company has commercial income (only for the company that has not had track record yet.) 15% and 150 persons To list as a trust unit (Trust) - 20% of each tranche of trust units - The same criteria for any listed company is applied and in line with The SEC Thailand s criteria. 15% of each tranche of trust units

10 ( 8 ) Summary of amended listing criteria for Holding company Subject Current regulations Amended regulations Disclosure of information Maintaining listing status Change of status Holding company to apply the same disclosure regulations as other listed companies, without additional conditions Holding company to maintain its qualifications as Thai listed companies, including additional conditions: Demonstrating power to control core company Not being an investment company Being able to replace core company after 3 years Core company not having the status of a listed company and must have its own business operation No criteria applicable in case there is change in status of holding company from Thai Link to Non-Thai Link or vice versa Holding company to disclose information upon the following events: Change in proportion of shareholding in core company Change in the article of association of its core company that affect the rights of its shareholders Change in significant rules and regulations of the core company (in case its core company is foreign company) Holding company is required to comply with additional criteria: Holding company must manage to have directors who are Thai residents to serve in its core company established under foreign laws, as specified by The SEC Thailand, Core company must operate core business of Holding company Amendments: Holding company must submit an application for re-listing when the status is changed from Thai Link to Non-Thai Link or vice versa.