Thailand – SEC Proposed Amendments to Takeover Rules

Thailand – SEC Proposed Amendments to Takeover Rules

On 11 May 2026, Thai SEC proposed second round of amendments to takeover rules.

  • Further gaps and ambiguities were identified during a review, prompting additional proposed clarifications approved in-principle by the Capital Market Supervisory Board.
  • Thai SEC proposes requiring a formal declaration (form 247-3) when a conditional public announcement of a takeover is made, to ensure transparent disclosure of preconditions.
  • An exemption from filing form 247-3 is proposed for tender offers conducted for delisting, to reduce compliance burden.
  • Thai SEC proposes clearer rules on partial tender offer waivers, including how to calculate shares from convertible securities and how to calculate shareholder voting rights.
  • The proposal introduces deadlines for reducing shareholding or control when relying on an exemption from mandatory tender offer obligations.
  • Specifically, shareholding or control must be reduced within 7 business days of acquisition, and a report (form 246-2) must be filed within 3 business days.
  • Comment period for the consultation closes on 10 June 2026.