Bangkok--Nov 30--SET
Starting from January. 1, 2005, onwards new listing requirements
will apply for companies seeking listing on the SET and the mai. The new
listing requirements will bring with them new tax privileges corresponding to
the paid-up capital of the companies seeking listing. Firms wishing to list
using the current rules must notify the SET by no later than November 30,
2004.
SET Executive Vice President Ms. Sopawadee Lertmanaschai revealed
that the Securities and Exchange Commission’s (SEC) board has already approved
the new listing requirements for The Stock Exchange of Thailand (SET) and the
Market for Alternative Investment (mai). The requirements on capital,
shareholders’ equity, and profits have been adjusted so that they better
clearly differentiate between the SET and the mai.
“The new listing requirements will apply to companies submitting
their listing applications from January 1, 2005, onwards. Nevertheless, as
there are many companies already in the process of listing, the current
listing requirements, as well as silent period rules, will still apply
providing that they commence trading by December 31, 2005. The SET has notified
all the financial advisory firms about these changes and have asked them to
state their intentions to the SET by November 30, 2004,” Ms. Sopawadee said.
“Companies commencing trading by December 31, 2005 under the new
listing requirements will gain tax privileges in accordance with the size of
their paid-up capital. The firms listed on the mai with less than THB300 mln.
of paid up capital will be subject to a 20% corporate tax rate. However, SET-
or mai-listed companies with paid-up capital equal to or more than THB300 mln.
will be required to pay a 25% corporate tax rate. This is aimed at providing
greater tax privileges to the smaller companies rather than the larger ones.
Ms. Sopawadee added that: “mai-listed companies that wish to move
to the SET may do so on a voluntary basis. Nevertheless, they must meet all
the SET’s requirements on, for example, their paid-up capital, shareholders’
equity, operational performance, and net profits.”
Under the new listing rules, the requirements prohibiting management
and shareholders, including their related persons, from selling shares and
securities during a specified period (“silent period”) have also been amended.
People who are subject to the silent period rule are now only the strategic
shareholders, who will be prohibited from selling their shares and securities
equivalent to at least 65% of the firm’s paid up capital after its initial
public offering for the period of one and a half years. After the first six
months of the silent period has ended, they will be permitted to sell a maximum
of 25% of their locked-up shares every six months.
Attachment to the SET Release No.157/2004, November 29, 2004
Listing Requirements Amendments
1. Listing Rules
Rules
1. Paid-up capital (THB mln.) > 300 > 20[1
]
2. Equity (THB mln.) > 300 > 20
3. Distribution of shares to minority shareholders
- Definition of minority shareholders Non-strategic shareholders
- No. of persons > 1,000 > 300
- No. of shares 25% of paid-up capital 20% of paid-up capital
(for large companies with paid up capital of THB10 bln. or above, the timeframe for distribution may be extended by 1 year)
4. Business Operations
- Track record > 3 years before filing an application > 2 years before filing an application > 1 years before filing an application
- Same mgt. 1 year 1 year 1 year
- Performance Combined net profit[2
] from the past 2 or 3 years > THB50 mln. + the latest year > THB30 mln. + have a profit in the year of the filing of its application as shown by combining all quarterly results Net profit2 > 0 Market Cap. > 1,500
6. Provident fund ? ? ?
2. Silent Period Requirements
Persons Strategic Shareholders
% of shares 65% of paid up capital after IPO
Period 1 year 6 months
After the first six months: allowed to
sell a maximum of 25% of their total
locked-up shares every six months
PLEASE NOTE: This statement permits the strategic shareholders to
begin selling their first allotment of 25% of their total locked-up shares
6-months into the 1 and a half year period.
Companies that have paid-up capital of THB300 mln. or above but
are not otherwise qualified to be listed on the SET shall be listed following
the SET’s listing rules but shall be traded on the mai.
Not included in the costs of capital.
For more information, please contact the Corporate Communication
Dept.:
Ladawan Kantawong Tel: 0-2229-2036 /
Kulvida Jintakawong Tel: 0-2229-2037 /
Nattaporn Boonprapa Tel: 0-2229-2049 End.