Listing

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SET provides a market for large companies with more than THB 300 million in paid-up capital after IPO to raise long- term funds. mai, on the other hand, is a source of funding for small and medium-sized enterprises, having over THB 200 million in paid-up capital after IPO.

However, from the viewpoint of firms applying to the Securities Exchange Commission (SEC) for an IPO, there are no regulatory differences.

A company’s listing process may be delayed if:

• its structure appears to be unclear or unfair, or if there is a potential conflict of interest.
• its internal control systems are insufficient or ineffective. 
• its accounting practices do not meet Thai Generally Accepted Accounting Practices

The FA should organize all the paperwork and make an appointment with SEC within 10 days after submitting the application. This enables SEC and SET to coordinate the visit.

Although each individual strategic shareholder is free to sell any number of his or her shares, collectively, they cannot sell more than 55% of their combined paid-up holdings.

If an issuer uses the proceeds from an IPO for purposes other than those specified in the prospectus but maintains its intention to eventually use the proceeds as indicated in the prospectus, SET does not consider the firm to be at fault. However, the issuer must inform the Exchange as to why it is acting outside the specifications in the prospectus.

The Exchange’s marketing unit is pleased to advises firms interested in listing on SET. To make an appointment, a company please click here. This advisory service is free of charge

SET established mai to provide more opportunities for businesses with high potential for growth to raise capital from the stock market. mai emphasizes on high-growth and future-oriented businesses, including IT, healthcare, tourism, media, logistics, energy and alternative energy, food, etc. Manufacturing and servicing industries that meet mai’s criteria can also be listed on the market.

mai can support small and large businesses. mai listings require a minimum paid-up capital of THB 20 million and there is no maximum limit, whereas SET supports only large businesses with a minimum paid-up capital of at least THB 300 million.

mai’s criteria and regulations governing a company’s securities listing are more flexible than those of SET. Differences include:

• lower paid-up capital required;
• fewer consecutive years prior to qualifying for listing required;
• fewer minor shareholders required;
• lower fees apply than those of SET-listed companies.

mai also encourages venture capitalists to invest in small- and medium-sized companies with high growth potential. The market is an avenue through which such joint venture companies can be listed, with venture capitalists recouping their funds by liquidating their holdings once market values are deemed satisfactory.

Listing on a stock exchange offers additional sources of company financing. Listed firms can create more flexible schemes to manage their financing costs, and more effectively cope with the risks arising from economic uncertainties and increases in interest rates.

Conventional sources of financing include raising capital from existing shareholders and borrowing from financial institutions to which companies have to pay interest, even if they face business loss. Because mai-listed companies source their capital funding directly from the shareholding public, these shareholders receive returns on their investment as dividends only when firms are profitable. Whenever listed companies need to raise capital for expansion, they are able to issue additional shares and offer them to the public.

Investors should consider the profitability and growth potential of companies irrespective of where they are listed. In regard to assuring the quality of mai-listed companies, The Securities and Exchange Commission (SEC) applies the same criteria and regulations governing distribution of shares to them, as to any other listed firms. mai-listed companies must meet the same criteria as those listed on SET concerning public disclosure of information. Therefore, mai-listed and SET-listed companies are of the same quality.

To list on mai, a company should have a business expansion plan that specifies usage of funds in the medium- to long-term. If a firm’s plans correspond with the amount of capital required and its fundraising is synchronized with its business expansion plan, the cost of accessing funds would be lower than borrowing the same amount from a financial institution. Furthermore, a company can raise additional funds later on to meet unanticipated demands by issuing different financial instruments, such as debentures or warrants, depending on prevailing market conditions.

If a company plans to list, but is not sure which market is the more appropriate choice, it should consider the following major factors:

• Future financial plans: A company should consider whether it needs to raise capital to support its financial plans. It also needs to consider the amount of capital required after fund-raising. If the firm plans to access less than THB 300 million of paid-up capital after its capital increase, it should list on mai, but if the paid-up capital required is THB 300 million or more, it can list on either mai or SET. 
   
• Company's profile: A firm should consider the image it will enjoy within its own industry as a result of being listed on either SET or mai, and compare the consequent impact on investors and their stock.

mai focuses on supporting listed firms by providing them with news and analytical reports covering every listed company, providing investors and the public with ongoing access to this information. Recently, mai allocated funds for the publication of analytical reports on securities listed on the market, including those of companies that had not provided reports for investors. There was very positive feedback on this initiative. The value of listed company’s shares actually reflects its operating results and quality. Furthermore, mai offers additional support by providing exposure and promoting listed companies through both its own and SET’s communication channels

The listing process is not really complicated. A company wishing to apply will be provided with a list of financial advisors who can assist with its preparations. If a firm wishes to save costs, it may opt for a prelim preparation by own to contracting a financial advisor to facilitate application. A summary of the process is as follows:

• Have an SEC-approved auditor prepare the company's latest financial statements prior to the year in which the firm applies for a license to offer stock to the public.
• Upgrade the company's accounting and internal control systems to bring them up to standard.
• Identify potential independent directors and audit committee members.
• Organize the company's internal documents to facilitate the financial advisor's study and in preparation for seeking an approval from the SEC.

Thereafter, the company would need to appoint a financial advisor to assist in structuring organization, business, capital and shareholding. The advisor will also prepare the information required by the SEC for an approval of a public offering of securities, and for filing an application to list on mai.

To make a public offering of listed securities, a mai-listed company should appoint an underwriter, who will facilitate the offering of these securities to a broad range of investors within a subscription period.

Applying for an approval from the SEC to publicly offer securities and to list these on mai can be processed simultaneously. On average, the SEC will take about two months to process and approve issuer to undertake public offering.The securities can be listed within one week after SEC public offering.

For assistance, please call +662 009 9757-59 Simply request an appointment and our staff will be happy to provide advisory services at the enquirer’s premises free-of-charge.