Grounds for Possible Delisting and Elimination of the Ground
Listed companies and/or subsidiaries whose all or most of the assets are in the form of cash or short-term securities (Cash Company)

Tweet |

Consideration criteria for the cause of delisting

When the listed company and/or its subsidiary has disposed all or most of the assets used in the ordinary course of its business, thereby causing the listed company and/or its subsidiary to have all or most of the assets in form of cash or short-term securities (Cash Company) for more than 6 months from the date the SET receives the financial position report after the disposition of all or most of the assets of listed company and/or subsidiary which has been reviewed by the auditor (The financial position report*)

The listed company must solve the Cash Company status within 6 months from the date that the Exchange receives the financial position report. Nevertheless, after the listed company submits the financial position report to the SET, the SET will announce that the company is a Cash Company and will post the NP (Notice Pending) sign and C (Caution) sign on its securities.

*C (Caution) sign posting is used to warn the investors that there are circumstances which may affect the listed companies’ financial position and business operation. The securities under C sign must be purchased via cash balance account only.

To provide the company with clear guidelines for the elimination of the grounds for the possible delisting and encourage business rehabilitation, the listed company has the obligation to disclose the progress of the procedures under the rehabilitation process to the Exchange every quarter or within the same date as the financial statements submission due date in each quarter or in case there is any material progress, the listed company must disclose information immediately.

In addition, SET has classified the process into 2 periods as the following.

1. Period for the elimination of the grounds for delisting – one year since the SET announces the possible delisting of the company’s securities.
   
   SET shall post NC (Non-Compliance) sign to inform investors that the securities may potentially be delisted, and SP (Suspension) sign to suspend trading of securities until the company can eliminate the grounds for delisting and repossess the qualifications in order to resume trading.
   • If the company is able to have a main business that will continue to operate the business clearly within one year from the date of announcement that its securities may potentially be delisted, the company shall submit written notice to the SET to clarify that it has eliminated the grounds for delisting. On this basis, the SET shall announce that its securities have entered the 22^nd period (period for the repossession of qualifications in order to resume trading).
     
     As apparently, there is a main business to be operated on a continuous basis which SET will consider the following factors: commercial revenue, assets used in the operation of the main business, license/concessions required to operate such business, etc. or any other factors indicating that the listed company has a core business that will continue to operate the business.
   • If the listed company is unable to eliminate the grounds for delisting within one year from the date of NC sign posting, the SET shall consider delisting the securities, and may allow 7 days for trading before the delisting date, with NC sign remain posted and purchased via cash balance account.
2. Period for the repossession of qualifications in order to resume trading one year since the SET announces that the company has entered into the 2^nd period.
   • If the listed company is able to repossess the qualifications in order to resume trading within one year as per the schedule, the listed company can submit request to have its securities re-listed with the SET pursuant to the SET regulations.
   • If the listed company is unable to repossess the qualifications in order to resume trading within one year as per the schedule, the SET shall consider delisting the securities, and may allow 7 days for trading before the delisting date, with NC sign remain posted.

1. The shareholders’ equity (after the adjustment of the auditor’s opinion) must not less than 50 million Baht or the net profit from the main business operation during a 1-year period must not less than 10 million Baht, considering the annual financial statements or the financial statements of the four latest quarters (as the case may be); and
2. There is a procedure for action for trading resumption, clear progress, and clear adherence to such plan; and
3. Other qualifications i.e. director, management and controlling parties do not possess the prohibited characteristics pursuant to the SEC notification and compliance with SET’s disclosure rules e.g. submitting complete financial statements within the due date.

The listed company can submit the request for the SET to consider allowing the listed company to resume trading as normal provided that the listed company possess all the qualifications pursuant to the SET’s Regulation on Listing of Ordinary Shares or Preferred Shares as Listed Securities on SET or mai (whichever the case). In regards to the minority shareholder distribution, the listed company shall comply with the regulation on maintain the listing company status (The minority shareholders shall not be less than 150 persons, holding the shares not less than 15% of the company’s paid-up capital).

SET will announce information on the trading resumption 7 business days in advance before the commencement of trading of the listed company’s listed securities.

If the company is unable to eliminate all causes of delisting or repossess the qualifications in order to resume trading within specified deadline, SET will consider delisting and allow trading on the securities for 7 business days prior to delisting. During that period, NC sign is still posted and the securities must be purchased via cash balance account only.