A Guide to. Primary Listing

Transcription

1 A Guide to Primary Listing

2 Introduction As one of the top attractive listing venues in ASEAN, The Stock Exchange of Thailand (SET) offers a wide range of listing products and services to create value and match financial opportunities across different segments of businesses and industries, both locally and internationally. Today, companies incorporated abroad can seek listing on SET as its primary exchange. This will assure that companies can reap benefits of Thailand s long-term source of fund for business expansion and opportunities. Why SET? Unrivaled liquidity: Apart from raising adequate funds, liquidity is one of the most critical criteria for any company considering listing. With diversified investor base, SET has been able to secure its top rank in terms of trading liquidity in ASEAN. This could potentially provide issuers a more liquid market. Visibility in Thailand and beyond: Having footprints in Thailand, foreign companies will be able to tap into the growing domestic market amid the visibility and recognition here. Furthermore, as SET s positioning to become the Greater Mekong Subregion (GMS) connector, it is advantageous for foreign companies to grow business and generate opportunities in the GMS. Long term post-listing partner and sustainable development: Listing does not end at the moment when the management rings the bell on the first trading day, SET has continuously dedicated support teams to advise the right financial tools and promoting activities to enable sustainable development of the listed companies.

3 Listing requirements Paid-up capital after IPO THB 300 million Distribution of minority shareholding / Free float (after IPO) Shares offer to the public through underwriters Number of free float requirement No less than 1,000 shareholders Percentage of free float requirement No less than 25% of paid-up capital (THB 300 million paid-up capital THB 3,000 million) No less than 20% of paid-up capital (paid-up capital THB 3,000 million) Operating result (1) Track record 3 years prior to the application date Majority of management must be the same for at least one year prior to the application date Total net profits from operations in the latest 2 or 3 years THB 50 million and, Net profits from operations for the most recent year THB 30 million and, Accumulative net profit of the current year must be positive prior to filing Financial Condition and liquidity Show that it is in stable financial condition and has sufficient working capital Shareholder s equity THB 300 million ID/AC Composition No less than 1/3 of board members need to be independent directors, minimum of 3 No less than 3 members in the Audit Committee, and 1 of which needs to have expertise in finance

4 Registrar A registrar in Thailand approved by SET Silent Period (2) 3 years after listing (permitted to sell a maximum of 20% only of the locked-up shares after one year of listing) Disclosure language English Additional Requirements Regulatory mapping Provide regulatory mapping which compares corporate laws and regulations of Thai and jurisdiction of its incorporation especially in the material and significant aspects e.g. shareholder s right/ voting, shareholders meeting, qualification and responsibility of directors, and restriction of investment The issuer needs to provide suitable mechanism if it is not equivalent to Thai s and affect right of shareholders Accounting standard Thai GAAP or International Financial Reporting Standards (IFRS) or Other standard which is accepted by home regulator with reconciled IFRS or Other standard accepted by SEC Auditor Auditors who are on the approval list of the SEC (3), endorsed together with the local auditor. Both of them must be full members of the same group. Foreign auditors recognized by the SEC: Regulated by the audit regulator who is a member of International Forum of Independent Audit Regulators (IFIAR) or recognized by European Commission (EC) or qualified as a minimum of broadly implemented by Financial Sector Assessment (FSAP) The office of the foreign auditors must have the reliable control system according to International Standard on Quality Control (ISQCI1) specified by International Federation of Accountants (IFAC) and must have auditors of at least 5 persons possessing bachelor s degree at the minimum.

5 Financial Advisor A financial advisor approved by the SEC (3) Maintain to have financial advisor 3 years after listing (4) Directors At least 2 directors with Thai nationality and residents and at least one of them has to be independent director and Audit Committee Contact person Have contact person in Thailand with Thai nationality and resident Place to hold shareholders meeting Not specific but have to provide and facilitate voting channel and place for Thai investors Cross-border Enforcement Cooperation (5) Home regulator must be able to cooperate and exchange information with the Thai SEC for the purpose of regulatory enforcement regarding securities markets (1) Allowed to list on SET with profit test requirement only. (2) Silent period will 1 year after listing if foreign issuer is a Thai-linked. (3) List of qualified auditors and financial advisor can be obtained from (4) This will not be applied to foreign issuer who is a Thai-linked company having Thai major shareholders more than 50%. (5) This will not be applied to foreign issuer who is a Thai-linked company incorporated in CLMV countries (Cambodia, Lao PDR, Myanmar and Vietnam)

6 Procedure of Primary Listing and relevant parties Auditors and Financial Advisor Financial Statement preparation 6-12 months Legal Advisor and Financial Advisor Listing application preparation 2-3 weeks Thailand Securities Depositary (TSD) Post-listing and Corporate actions preparation Application review 45 days upon completion of document SEC, SET and Financial Advisor Filing application IPO within 6 months upon approval of SEC Underwriter Initial Public Offering *Procedure depends on complication of the case. Early consultation with SEC and SET is recommended.

7 Key corporate disclosure Reviewed quarterly financial statement Within 45 days upon the end of each quarter Audited yearly financial Within 3 months in case the company submits 4th Quarter financial statement statement Within 2 months upon the end of fiscal year Annual registration statement (Form 56-1) Within 3 months upon the end of fiscal year Annual report (Form 56-2) Within 4 months upon the end of fiscal year Reference: Capital Market Supervisory Board (CMSB) Announcement Tor. Jor. 3/2558 The Stock Exchange of Thailand (SET) Announcement on the Listing of Common or Preferred Shares B.E.2558

8 Contact details The Stock Exchange of Thailand New Listing Department