Thailand – SEC Proposes Takeover Rule Enhancements

Thailand – SEC Proposes Takeover Rule Enhancements

On 1 November 2024, Thai SEC proposed improvements to takeover regulations.

  • Thai SEC proposed update on takeover regulations to clarify, to align with international standards, reduce private sector burdens while maintaining regulatory oversight.

Proposal

  • Revises the responsibilities for takeover offers when acquiring shares directly or through legal entities, ensuring consistency in compliance and reporting duties.
  • Include exemptions from mandatory offers in cases like legal compliance unrelated to control, restructuring within the same control group, and equity rights offerings.
  • Establishes fair pricing guidelines for indirect takeovers via other entities and defining approaches for situations where shares are acquired without direct compensation.
  • Introduces guidelines for partial offers, waivers through shareholder consent (whitewash), and adjustments to Form 247-4 to reflect updated regulatory practices.

Consultation Period

  • The consultation is open until 30 November 2024.