Thailand’s Securities and Exchange Commission has amended its rules to exempt qualifying private placements of newly issued shares and convertible debentures by companies listed on the LiVE Exchange (LiVEx) from approval and filing requirements. The exemption applies to offerings below THB 10 million in any 12-month period to no more than 50 institutional, ultra high net worth or high net worth investors. Effective Nov. 1, 2026, the amendments finalize proposals consulted on in August and September as part of the framework to facilitate capital market funding for small and medium-sized enterprises. Issuers must disclose relevant information to shareholders, including details in notices of shareholders’ meetings. Shareholders have no veto right over private placements of shares or convertible debentures at a lower price, or over any offerings of shares and warrants to directors or employees under employee stock option programs. A lower-price offering has an offering or conversion price below 90% of the higher of the market price and the issuer’s book value per share. The market price is the weighted average trading price over seven to 15 consecutive business days before the offering price is determined.
Thailand Securities and Exchange Commission eases LiVEx private placement rules for offerings below THB 10 million
Thailand’s Securities and Exchange Commission has finalized approval and filing exemptions for LiVE Exchange private placements of newly issued shares and convertible debentures. Qualifying offerings must be below THB 10 million in any 12-month period and limited to 50 institutional, ultra high net worth or high net worth investors. The rules require shareholder disclosures but provide no shareholder veto over discounted placements or offerings under employee stock option programs.