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CHAPTER 3
PUBLIC OFFERING OF SECURITIES
 SECTION
63.
- The provisions of this Chapter shall not apply to the offer for sale of
the following securities:
- treasury bills;
- government bonds;
- Bank of Thailand bonds;
- bonds whose principal and interest are guaranteed by the Ministry of
Finance;
- any other securities as specified in the notification of the SEC.
- SECTION
64.
- The privisions of this Chapter shall not apply to the offer for sale of
securities in the following cases:
- the offer for sale of newly issued investment units of a securities
company licensed to manage mutual funds;
- the offer for sale of securities to the public or any person having a
total value less than the amount specified in a notification of the SEC;
- the offer for sale of securities whose characteristics, type, or number
of investors are specified in the notification of the SEC.
- In an offer for sale of securities in accordance with (2) and (3), the
promoters of a public limited company, a company of owner of securities shall report the
result of the sale to the Office within fifteen days from the closing date of offer for
sale.
- SECTION
65.
- The offer for sale of securities to the public or any person may be made
only when the registration statement and the draft prospectus which have been filed with
the Office by the promoters of a public limited compamy, a company or owner of securities
have become effective.
- SECTION
66.
- In cases where the offer for sale of securities to the public or any
person in accordance with Section 65 required an approval from the Office, the promoters
of a public limited company, or a company may file the registration statement and draft
prospectus together with the application for approval in accordance with Section 32, Section 33
and Section 34 or may such filing after the approval has
been granted.
- In cases where an approval has been granted in accordance with Section 33 or Section 34.
to a company to offer for sale newly issued securities to the public or any person several
times within the amount and time as specified by the Office and those securities are
securities which have a repayment period not exceeding two hundred and seventy days, the
company need not file a registration statement and draft prospectus each time the offer
for sale is made but shall submit to the Office any changes in the information contained
in the registration statement and draft prospectus which have previously been filed with
the Office not less than five working days prior to the date of delivery or the date of
distribution of the prospectus.
- SECTION
67.
- Subject to the provisions of Section 68, a
registration statement and draft prospectus shall be effective upon the lapse of
forty-five days after the receipt of such registration statement and prospectus by the
Office, except where the SEC specifies an effective date before such period.
- SECTION
68.
- In cases where the promoters of a public limited company, or a company
has submitted the registration statement and draft prospectus with an application for
approval of an offer to sell newly issued securities in accordance with Section 32, Section 33 or Section 34, and the Office has not yet given an approval
after the lapse of the time specified in Section 67, such
registration statement and draft prospectus shall become effective only when the approval
has been granted to the promoters of such public limited company, or such company to make
an offer for sale of the newly issued securities.
- SECTION
69.
- A registration statement shall be in the form as specified in the
motification of the SEC and shall have the following details:
- objective of the offer for sale of the securities to the public or any
person;
- name of the issuing company which issues securities;
- capital of the company;
- amount and type of the securities offered for sale;
- expected selling price per unit of securities;
- nature of the business;
- financial condition, business operation, and material information of the
business;
- management and major shareholders of the issuing company;
- auditor, regularly contacted financial institutions, and legal advisor of
the issuing company;
- procedures for the subscription, underwriting and allocation of
securities;
- other information as specified in the notification of the SEC.
- In filing a registration statement, the Office may instruct the promoters
of a public limited company, a company or owner of securities to attach any documents
other than those specified in the registration statement.
- SECTION
70.
- In addition to the information to be provided in accordance with Section 69, the registration statement for the sale of securities in
the category of bills or debentures shall also contain the following information:
- rights and restrictions related to the transfer of bills or debentures;
- return on debentures and bills;
- property or other collateral used as security for repayment (if any);
- debenture holder representative (if any);
- encumbrances on the property of the company which issues securities in
case of unsecured securities;
- outstanding debt from previous issues of bills or debentures;
- procedure, time, and place of repayment;
- procedures for the conversion of rights (if any);
- other information as specified in the notification of the SEC.
- SECTION
71.
- In addition to the information to be provided in accordance with Section 69, the registration of certificates representing the rights
to purchase shares, certificates represention the rights to purchase debentures, or
certificates represention the rights to purchase investment units, shall also contain the
following information:
- rights and conditions under the certificates;
- shareholders' resolution authorizing the issue of shares, or debentures,
or approval by the Office to issue investment units for exercising rights under the
certificates, as the case may be;
- amount of shares, debentures, or investment units to be issued under the
certificates;
- procedures for the conversion of rights;
- other information as specified in the notification of the SEC.
- SECTION
72.
- The draft prospectus shall be in the form as specified in the
notification of the Office and wherever there are corresponding particulars in the draft
prospectus and the registration statement, the material facts stated therein shall be the
same.
- SECTION
73.
- In cases where the Office is of the opinion that the statements or
particulars in the registration statement and draft prospectus are incomplete, the Office
has the power to order the person who files the registration statement and draft
prospectus to file additional information or amend the registration statement and draft
prospectus. However, the Office may not give such an order after the registration
statement and draft prospectus have become effective in accordance with Section
67 or Section 68.
- SECTION
74.
- Prior to the effective date of the registration statement and draft
prospectus, the promoters of a public limited company, a company or owner of securities
who wishes to amend the particulars or infomation in the registration statement and draft
prospectus may submit an application for such amendment to the Office. Where such
amendment concerns material information, the Office may deem the date of the receipt of
such amendment to be the commencement date of the period of time required under Section 67 for the filing of the new registration statement or the
draft prospectus.
- In cases where the Office is of the opinion that the amendment as
referred to in the first paragraph shall affect the interests of investors, the Office has
the power to order the promoters of a public limited company, a company or owner of
securities to file additional documents or information.
- SECTION
75.
- In calculation the period of time in accordance with
Section 67,the period from issuance by the Office of an order under Section
73 or under the second paragraph of Section 74, until receipt by
the Office of the complete documents or information shall not be taked into calculation.
- SECTION76.
- After the date on which the registration statement and draft prospectus
have become effective, the Office shall have the following powers:
- In cases where the Office finds that the statements or particulars in the
registration statement and prospectus are false or fail to disclose material facts that
should have been stated therein which may cause damage to the purchasers effectiveness of
the registration statement and draft prospectus, and in cases where the offer for sale of
securities is given an approval in accordance with Section
32, Section 33 or
Section 34, the Office has the power to order the withdrawal of such approval
immediately;
- In cases where the Office finds that the statements or particulars in the
registration statement and prospectus contain material facts which are incorrect, or there
is an event which causes a material change in the information contained in the
registration statement and draft prospectus which may affect the investment-making
decisions of the purchasers of securities, the Office has the power to order the temporary
suspension of the effectiveness of the registration statement and draft prospectus until a
course of action has been taked to make a correction and other action is taken as
specified by the Office in order to make public the amendment of such infomation;
- In cases where the Office finds that the statements or particulars in the
registration statement and prospectus are incorrect in other aspects, the Office has the
power to order the promoters of a public limited company, a company or owner of securities
who files the said documents to make corrections.
- The order of the Office under the first paragraph does not affect any act
of the promoters of a public limited company, a company or owner of securities undertaken
prior to such order and does not affect the rights of any person as provided in Section 82 to claim for compensation.
- SECTION
77.
- When the promoters of a public limited company, a company or owner of
securities has filed the registration statement or draft prospectus, distribution of the
information relation to the offer for salae of securities may be made prior to the
effective date of such registration statement and draft prospectus. However, the
information so distributed must contain material facts as specified in a notification of
the Office, as well as a clear statement showing that such distribution of information is
not a prospectus, provided that it shall be in accordance with the rules and procedures as
specified in the notification of the Office.
- SECTION
78.
- Any person who wishes to examine or obtain a copy of a registration
statement and draft prospectus filed with the Office may do so in accordance with the
regulations as specified in the notification of the Office.
- SECTION
79.
- When a registration statement and draft prospectus have become effective,
the offer for sale of securities to the public may be made only when the prospectus
containing the date of filing of the registration statement and draft prospectus has been
delivered or distributed.
- SECTION80.
- Advertisement and invitation to the public or any other person to
purchase securities by the promoters of a public limited company, a company or owner of
securities which do not follow the procedure as referred to in Section
79 can be made only when the registration statement and draft prospectus have become
effective in accordance with Section 67 or Section
68 and shalll not contain exaggerated, false or misleading statement. In cases where
the advertisement is made by means of printed matter, it shall also contain the following
details:
- amount, type, offer price per unit and total value of securities offered;
- name of the promoters of the public limited company, the company or the
owner of the securities;
- type of business to be or being operated;
- place and time at which the draft prospectus may be obtained;
- names of underwriters (if any);
- other particulars as specified in the notification of the SEC.
- SECTION
81.
- After the completion of the sale of securities, the promoters of a public
limited company, a company or owner of securities shall report the result of the sale to
the Office. In cases where an offering is made through an underwriter, the promoters of a
public limited company, a company or owner of securities shall report the amount of
securities and the amount of money paid for securities which have been purchased by the
underwriter as well.
- The report as referred to in the first paragraph shall be made in
accordance with the rules and procedures as specified in the notification of the SEC.
- SECTION82.
- In cases where the registration statement and prospectus contain false
statements or particulars or fail to disclose material facts that should have been stated
therein, any person who purchases securities from the promoters of a public limited
company, a company or owner of securities, and such person is still the owner of such
securities, who suffers damage from such purchase, shall have the right to claim
compensation from the company or the owner of the securities.
- The securities purchaser who has a right to claim compensation in
accordance with the first paragraph must have purchased the securities before the facts
under the first paragraph become apparent. However, the facts must become apparent within
one year from the effective date of the registration statement and draft prospectus.
- SECTION83.
- The following persons shall be liable in accordance with
Section 82 jointly with the company or the owner of securities unless such persons can
prove that they are not aware of the facts or by their positions they could not have been
aware of the truthfulness of the information or the failure to disclose the facts required
to be stated:
- directors who have the power to bind the company and signed their names
in the registration statement and prospectus;
- promoters of a public limited company who signed their names in the
registration statement and prospectus;
- underwriters, auditors, financial advisors, or appraisers of assets who
intentionally or with gross negligence signed their names to certify the information in
the registration statement and prospectus.
- SECTION84.
- The company or the owner of securities and the persons referred to in Section 83 are not liable to pay compensation in accordance with Section 82 in the following cases:
- the subscribers knew or should have known that the statements or
particulars were false or that there was a failure to disclose material facts required to
be stated therein;
- damage did not arise from the result of the receipt of false information
or the failure to disclose material facts required to be stated therein.
- SECTION85.
- The liability for damages under Section 82 shall be
equivalent to the difference between the amount which the person who exercises the right
to claim compensation has paid for the acquisition of such securities and the price which
should have been, had the diclosure of information been correctly made as specified by the
Office, and which price shall not be less than the par value of such securities. Provided
that interest a the maximum average rate payable for fixed deposit of one year or more
from at least four commercial banks specified by the Office shall be added to the
difference.
- SECTION86.
- The rights to claim for compensation in accordance with Section 82 shall
have a limitation period of one year from the date on which the fact that the registration
statement and prospectus contained false information became known of should have been
known, but not exceeding two years from the effective date of the registration statement
and draft prospectus.
- SECTION87.
- The rights to claim for compensation in accordance with Section
82 shall have a limitation period of one year from the date on which the fact that the
registration statement and prospectus contained false information became known of should
have been known, but not exceeding two years from the effective date of the registration
statement and draft prospectus.
- SECTION88.
- The company or the owner of the securities shall deliver securities to
the purchasers of the securities in accordance with the rules, conditions and procedures
as specified in the notification of the SEC.
- SECTION89.
- The auditor who gives an opinion on a financial statement which is
disclosed in the registration statement of newly issued securities and prospectus in this
Chapter shall be an auditor who has been given an approval by the Office.
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