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Amendment to Takeover Regulations to Reduce Burdens and Increase Flexibility
May 2022
by  Chawaluck Sivayathorn Araneta, Parima Ruengvirayudh 

With effect from 1 May 2022, the Office of the Securities and Exchange Commission (the “SEC”) has amended takeover regulations with an aim to reducing burdens of private sectors, and increasing flexibility through an adoption of an electronic submission system. The amendment was carried out as part of a regulatory amendment project (the so-called Regulatory Guillotine) which has an ultimate objective of aligning the regulatory framework with the world’s current regulatory landscape, facilitating business operation of, and reducing unnecessary costs for, private sectors. These recent amendments include:

Elimination of Submission and Newspaper Publication

Requirements for submission of tender offer documents, and other relevant reports to the the Stock Exchange of Thailand (the “SET”), and advertisement of tender offer information in the newspapers have now been eliminated in their entirety to reduce unnecessary burdens of tender offerors. Additionally, any documents relating to tender offers may be delivered to securities holders through electronic means to ease the document delivery burden, provided that their consent has been obtained. Nonetheless, the securities holders will continue having access to this information from the website of both the SEC and SET.

Migration to e-submission

The SEC is currently developing a system to allow a complete electronic submission of reports, waiver requests or any other documents relating to takeover regulations with a view to officially launching it this year. In particular, the SEC believes that its trial period will begin in the early of Q3. Until its launch, any takeover submission shall still be made physically.

Lastly, it should be noted that the amendments will not have retrospective effect. In other words, they do not apply to tender offerors, applicants for tender offer waiver, and any companies obligated to prepare an opinion on tender offer which have already submitted relevant documents to the SEC prior to 1 May 2022. Such persons shall comply with the preceding takerover regulations.

This document is solely intended to provide an update on recent development in Thailand legislation and is not purported to provide a legal opinion, nor a legal advice to any person.

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