Qualifications of listed company eligible for share repurchase |
- Having the share repurchase specified in the company’s articles of association:
- If the share repurchase ≤ 10% paid-up capital, the board of directors can be authorized to make decision about the share repurchase
- If the share repurchase ≥ 10%paid-up capital, the decision must be approved at the shareholder’s meeting
- Having retained earnings on its separate financial statements, provided that the repurchase must not be more than unappropriated retained earnings, and this amount must be set aside until the repurchase is complete, or until the capital is reduced in line with outstanding share repurchase.
- Having excess liquidity, which could be covering its debt repayment in the next 6 months, and would not be affected by the repurchase
- With share repurchase, the company’s free float ratio must not be lower than SET’s minimum requirements at 15% of its paid-up capital. Also, if the retail shareholders fall below 150 persons, it will not be eligible for share repurchase.
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Methods of share repurchase |
Two ways of share repurchase:
- In case the shareholders’ views are not in accordance with the shareholders’ resolution, they have to send the repurchase offer to those approved shareholders as well as notifying the company of the purpose.
- In case the repurchase is for financial management, it can be done via two channels: SET or general offer (GO)
- Repurchasing not over 10% of paid-up capital can be done via either SET or GO;
- Repurchasing over 10% of paid-up capital can be done via GO only
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Required information disclosure |
1. When the board of directors has passed a resolution on share repurchase:
| To handle shareholders’ objection |
To manage company’s finance |
1. Period of information disclosure
- Within Day T or before 9.00 am of Day T+1
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1. Period of information disclosure
- Within Day T or before 9.00 am of Day T+1, and disclose information >14 days before the repurchase date
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2. Required disclosure (TS-1.1 Form)
- Details of the new and old articles of association about voting rights and getting dividends, reasons and the needs to amend the articles of association
- Shareholders’ meeting schedule
- Repurchase offer to shareholders opposing the amendment
- Period and methods of rights exercise
- Repurchase price
- Price setting method, BV price, market price
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2. Required disclosure (TS-1.2 Form)
- Maximum fund for share repurchase, amount and proportion of the repurchase, method and period of repurchase, the price must be compared with 30-day average market prices
- Retained earnings, debt obligations in six months from the repurchase date and ability to pay, source of fund for debt repayment, free float, and the shareholding distribution report
- Reasons of the share repurchase
- Effects to the shareholders and the company after the repurchase
- Period of repurchase offer and cutoff with details about the method, when an offer starts, and the price setting method
- Details of the past share repurchases
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- For both purposes of share repurchase, specific or general, the company has to send the share repurchase form to shareholders via SETLink to disseminate to the investors, with following details:
- To handle shareholders’ objection: Submit the share repurchase form (TS-2.1 Form) to opposing shareholders within 10 days from the day the sale notification is due. The share repurchase will take 10-20 days.
- To manage the company’s finance: Submit the share repurchase form (TS-2.2 Form) to the shareholders 10 days ahead of the repurchase date. The share repurchase should not be less than 10 days.
2. Reporting the results of share repurchase
| Case of opposing shareholders and general offer |
Repurchasing shares via SET |
1. Period of information disclosure
- Within 5 days from after the share repurchase ends
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1. Period of information disclosure
- Within Day T or before 9.00 hrs. of Day T+1
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2. Required disclosure (TS-3.1 / TS-3.2)
- Amount of each and total repurchase
- Max-Min price, or repurchase price
- Total value
- Period of repurchase
- Method of repurchase, Board’s resolution date, amount of shares to be repurchased
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2. Required disclosure (TS-3.2)
- Amount of each and total repurchase
- Max-Min price
- Total value
- Period of repurchase
- Method of repurchase, Board’s resolution date, amount of shares to be repurchased
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3. When the board of directors has a resolution to sell the repurchased shares
| PO sale |
Selling repurchased shares through SET |
1. Period of disclosure
- Within Day T or before 9.00 am of Day T+1, and ≥ 14 days before the selling date of repurchased shares
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2. Required disclosure (TS-7 Form)
- Amount and proportion of repurchased shares to be sold
- Method and period for the sale of repurchase shares
- Price setting criteria for the sale of repurchase shares
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4. Reporting the sale of repurchased shares
| PO sale |
Selling repurchased shares through SET |
1. Period of information disclosure
- Within 5 business days from the date that the sale of repurchased share ends
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1. Period of information disclosure
- Within Day T or before 9.00 am of Day T+1
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2. Required disclosure
- Results of the sale e.g. selling date, amount of shares, selling price, total value
- Amount of repurchased shares outstanding
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2. Required disclosure (TS-4 Form)
- Results of the sale e.g. selling date, amount of shares, min-max prices, total value
- Amount of repurchased shares outstanding
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5. When the board of directors has a resolution to cutoff repurchased shares and decrease capital
| PO sale |
Selling repurchased shares through SET |
1. Period of disclosure
- Within Day T or before 9.00 am of Day T+1
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2. Required disclosure (TS-5 Form)
- Amount of shares in capital decrease
- Paid-up capital before and after capital decrease
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6. When the company has registered its capital decrease with the Ministry of Commerce (MOC)
| PO sale |
Selling repurchased shares through SET |
1. Period of disclosure
- Within Day T+7 or before 9.00 am of Day T+8
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2. Required disclosure (TS-6 Form)
- Paid-up capital before and after capital decrease, and amount of shares decreased
- Registration date with MOC and submitting the capital certificate by MOC to the SET as for documentation.
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