New rules for foreign IPOs

New rules for foreign IPOs

The Securities and Exchange Commission (SEC) will let foreign companies launch initial public offerings (IPOs) and simultaneous dual listings locally as part of an effort to make the Thai bourse a hub for the Greater Mekong Subregion.

Secretary-general Vorapol Socatiyanurak said the new regulations would take effect next month.

The SEC's Capital Market Supervisory Board recently approved rules for primary listings, in which foreign firms launch IPOs and become listed on the Stock Exchange of Thailand (SET), and for dual offerings, which involve foreign IPOs launched in Thailand and another country at once or in a proximate period.

The regulations are expected to enhance the competitiveness of the Thai capital market and increase investment choices under the Asean Capital Markets Forum framework.

Foreign firms launching equity offerings under the proposed rules must comply with the same approval criteria, disclosure standards and other relevant rules as Thai companies including shareholder protections, conflict of interest and information disclosure.

Additional rules and conditions will apply. The equity offerings must comply with laws in their home jurisdictions, and regulators in those countries will have the authority to work with the SEC on enforcement and exchange of information about violations.

At least two Thai residents must serve on the board of directors, of which at least one is an independent director and audit committee member.

Financial statements must be prepared in accordance with Thai and international accounting standards, and auditors and financial advisers must be on the SEC-approved list.

Thai-based holding companies with major foreign shareholders and international core businesses will be considered direct foreign equity offerings if they list on the SET.

Holding companies with mostly Thai shareholders or controlled by Thai shareholders will be subject to the rules applicable to Thai companies.

"Development of the Thai capital market to become even more attractive to global investors is of course among the SEC's priorities," Mr Vorapol said.

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