Distribution of Minority Shareholdings (Free Float)

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Minority shareholders (Free Float) means the shareholders who are not the strategic shareholders playing roles in managing the company.

Strategic Shareholders are:  

1) Managing director or the first four executives next to the managing director, and every person in the position equivalent to the 4^th executive. The shareholding of persons related or connected to the person must also be included.

2) Shareholder with more than 5% of paid-up capital The shareholding of persons related to the shareholder must also be included, except the securities companies, insurance companies, life insurance companies, mutual funds, provident funds, social security funds, retirement funds, or other funds approved by relevant law (in case there are representatives of these funds in the management, it will not be counted as a free float)

3) Controlling person refers to the person having an influence over policy-making, management, or the operation of the company significantly. Regardless of whether such an influence is acquired by shareholding or authorized by contract or any other means, the term includes with one of the following characteristics:

• Person with voting right, directly or indirectly, holding more than 25% of all eligible voting shares
• Person whose actions can control an appointment or discharge of the company’s director
• Person whose actions can control the persons responsible for business policy making, managing, or operating the company, to follow suit in making the policy, management, or operation. 
• Person who is involved in a company’s operation or exercises responsibility for its operation in a similar manner to an executive or any other senior company officer.

Relatives refer to the person having blood relation or registration under law:

1. Spouse
2. Father, mother
3. Children

Related persons refer to individuals or partnerships under Section 258 (1)-(7) of the SEC Act B.E. 2535:

1. Spouse
2. Minor children
3. Ordinary partnerships having the person, including (1) or (2) as partner
4. Limited partnerships having the person, including (1) or (2) as partner either by having unlimited liability, or by holding an aggregate of more than 30% of stock
5. Limited company or Public Company Limited in which the person, including (1) or (2) or (3) or (4) have a combined shareholding of more than 30%
6. Limited company or Public Company Limited in which the person, including (1) or (2) or (3) or (4) or (5) have a combined shareholding of more than 30%
7. Juristic persons where ordinary person under Section 246 and Section 247 (SEC Act) acting as representatives.

• Prepare the report on the distribution of strategic shareholders on SET Portal system based on the shareholder list on the record date (RD)/book closing date (BC) for attending AGM.

• In order to provide information to the SET, please submit the report signed by authorized person via SET Portal system within 14 days from the last day of shareholders’ meeting as required by law e.g. For accounting period ended on December 31, the due date for report submission will be May 14.

• Listed company with insufficient free float for 1^st year: SET will send a notification letter to the company
• Listed company with insufficient free float for 2^nd year will be subject to pay additional annual fee
  • SET will publicly announce about its free-float insufficiency, and notify the company to start paying additional annual fee at a proportionate rate of 1st year fee depending on the percentage of shortfall e.g. Company A with 12% free float means it is lacking another 3% free float (15% - 12%), then it has to pay addition annual fee at 1-time rate
  • SET may not collect additional fees if 1) The company having a clear plan and timeframe to rectify its free float; or 2) The company has already taken actions to rectify the shortfall and is awaiting the results
• Listed company with insufficient free float for the 3^rd year or more must pay additional annual fee
  • SET will publicly announce about its free-float insufficiency, and notify the company to pay additional annual fee proportionately to the percentage of minority shareholders that it falls short, and to the number of year it is lacking as required by SET until the requirement is met   
• Listed company with insufficient free float for the 2nd year or more will have to submit a progress report on free float adjustment every six months, starting from the report due date until the company comply with free float requirement. For example, for listed company with accounting period ended on December 31, the first report must be submitted on November 14.

Schedule of additional fees

• In order to provide information to the SET, determine the latest RD/ BC date to prepare the report on the distribution of strategic shareholders and submit via SET Portal system.

• SET will consider company’s qualifications within seven business days from the day SET has received completed information.

• Once SET has considered that the company has met the requirements,
  1. The company has to announce to investors about successful free float adjustment.
  2. The SET will announce to investors about successful free float adjustment and any additional fees collected in advance will be returned to the company on a pro-rata basis.