Capital increase in ordinary shares
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Rules Summary
An increase of listed company’s capital directly affects the shareholders’ rights as well as the company’s securities prices. Therefore, the listed company has to disclose information related to capital increase so that the shareholders and the investors can be equipped with useful information and timely in making investment decisions.
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Types of capital increase |
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Allocation of capital increase |
*PP is an offering to no more than 50 persons, or not over THB 20 million within 12 months, or offering to institutional investors. |
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Required disclosure information when the Board of Directors pass a resolution of capital increase |
(PP and PO) : SEC approval is required. The listed company must submit of the prospectus to the SEC in advance for ≥ 3 business days prior to the subscription and payment dates) |
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Additional disclosure information required for PP allocation |
The listed company must disclose information via SETLink system as follows.
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Approval of PP allocation (as per SEC regulations) |
Remark:
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Documents in Invitation Letter of shareholders’ meeting for PP Allocation |
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Important information regarding capital increase by General Mandate (GM) |
*Offering new shares at a Discounted Price refers to the sale of additional issued shares lower than 90% of the Market Price.
*Market Price as PO approval rules should be based on one of the following prices:
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Shareholders’ Resolution Disclosure | On the Meeting day, or within 9.00 a.m. of the following business day via SETLink | ||||
Report on the results of capital increase share allocation |
Within 14 days from the last subscription date in line with Form 53-5 via SETLink | ||||
Report of the utilization of Capital Increase Fund |
The listed company is responsible for reporting the utilization of the capital increase fund every six calendar months, within 30 days, via SETLink:
The company is obligated to report until the fund has been used up. If the fund use is not in line with stated objectives, the company should also clarify the reasons along with the use of fund reporting. |
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Capital increase shares approved to be listed securities |
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News announcement by SET | After the SET has received F53-6 form together with other required documents, and TSD has issued new shares or share certificates to subscribers, SET will announce the new shares are approved as listed securities. The effective date and first trading date for those shares starts from the day after the announcement date (only for the case that the company’s common shares are not during suspension period). | ||||
Fee for listing application | None | ||||
Silent Period for PP Allocation | The PP’s additional shares that have subscribed or converted at the Discount Price must be locked up
((Ps) (Qs)) + ((Pw)(Qw))+ ((Ep)(Qx)) Where;
If the company issues additional shares along with convertible securities, it must calculate offering price using share offering price or offering price of issued additional shares along with convertible securities (whichever is lower).
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