4 September, 2019
In early August 2019, the Office of the Securities and Exchange Commission (SEC Office) launched a testing system for online submission of the Report of the Acquisition or Disposition of Securities for every 5% of securities of companies listed on the Stock Exchange of Thailand (Form 246-2).
When?
The system is under development period. It is anticipated that the online submission will be enforced around September 2019 when an amendment to the relevant regulations is in place. Earlier, the SEC Office had released a public hearing on the regulatory amendment regarding the online submission in February 2019.
What is the change?
Currently, holders of Thai listed securities are required to submit Form 246-2 to SEC Office in hard copy within 3 business days from the date of acquisition or disposition of securities. This has caused practical difficulties for securities holders who are not in Thailand because execution and delivery of the original form to the SEC Office could take time and can sometimes unintentionally miss the submission deadline. This new system will allow a submission of the 246-2 report to be made via electronic system which should offer a cost and time efficient mechanism for relevant securities holders.
We understand that when the online submission is officially in place, the hard-copy submission will no longer be available.
What securities to be reported?
- Shares in listed companies
- Securities Convertible to shares in listed companies
Only when a person performs specific actions which result in the holding of securities of the group triggering the 5% of voting rights of the listed company (5%, 10%, 20% and so on)
Who is required to submit Form 246-2?
- A person who acquires/disposes of securities
- A person who creates/ceases a relationship with a related person under section 258 of the Securities and Exchange Act B.E. 2535 (as amended)
- A person who creates/ceases a relationship of acting in concert under the Securities and Exchange Act B.E. 2535 (as amended) and the subordinate legislations issued thereunder
How to submit?
- Registration: Register in website of the SEC Office. Personal/corporate information is required. In case of a juristic entity, a name and position of a person who will submit the form on behalf of the juristic person may be required.
- Information to start: Provide information regarding related persons or parties acting in concert.
- Submit Form 246-2: Log-in and fill in the form online. Then, submit the form.
The online system will be available in both Thai and English. The SEC Office officially acknowledges only an authorization in relation to the online submission in case of a representative of a juristic person pursuant to specified forms (Forms EF2 and EF3). In other cases where the persons who have an obligation to report wish to designate another person (e.g. a legal counsel, a custodian) to log-in and submit the online report on their behalf, a traditional power of attorney should be applicable and this should be prepared beforehand. In such case, the power of attorney is not required to be submitted to the SEC Office. The prearrangement with an agent may take up to 5-7 days depending on an internal procedure of the relevant agent.
What can we do now?
Before the online system is officially launched, relevant information required for registration and information of related persons or parties acting in concert of the person making the report should be gathered and prepared. For a juristic entity, Forms EF2 and EF3 must be submitted to the SEC Office at least 3 business days to access the right to report via the online system.
What else?
Deadline for submission of Form 246-2 for disposal of shares in a tender offer is expected to be changed from ‘3 business days from disposition date’ to be ‘5 business days from the end of tender offer period’ in order to be in line with the timing for submission of the Report on Result of Tender Offer (Form 256-2). This change is pending the amendment to the relevant regulations which is anticipated to be in place during the same time as the Online Report System.
For further information, please contact:
Boonyaporn Donnapee, Partner, Baker McKenzie
boonyaporn.donnapee@bakermckenzie.com
