THAILAND Law and Practice Contributed by: Sunyaluck Chaikajornwat, Chumpicha Vivitasevi, Pratumporn Somboonpoonpol and Threenuch Semaming, Weerawong, Chinnavat & Partners Ltd
Additionally, following the introduction of the amal - gamation and merger scheme under Thai law, which became effective in February 2023, the Revenue Department issued a tax ruling in 2024 clarifying that the tax implications of such transactions are also applicable to an entire business transfer scheme. 3.2 Significant Changes to Takeover Law There have been no significant changes to takeover law in Thailand in the past 12 months. The following measures were implemented in the past couple of years to lessen the burden for tender offerors: • the revocation of the requirements for tender offerors to submit copies of their tender offer docu - ments and relevant documents to the SET and the requirement to publish their tender offers in a local newspaper; • the additional option for tender offerors to submit documents to shareholders via electronic means; and • the new requirement for tender offerors to submit relevant reports, applications and documents to the SEC electronically, as paper-based submis - sions are no longer permitted. That said, there has been a recent focus group discus - sion initiated by the SEC with respect to improvement of certain exemptions from the mandatory tender offer obligation. However, this is in an early stage of devel - opment, and amendments to the takeover rules are expected between 2026 and 2027. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Stakebuilding is commonly employed prior to launch - ing a tender offer; the strategy depends on the level of control the acquirer wishes to attain. A tender offer for all the shares in a listed company is mandatory when 25%, 50% or 75% of the total voting rights in the listed company are acquired. 4.2 Material Shareholding Disclosure Threshold Any person who, whether acting individually or togeth - er with others, performs any act that results in himself/
herself or another person holding securities in a listed company in an increased or decreased amount that, in aggregate, reaches every 5% of the total voting rights of the listed company, must disclose such information by submitting a report on the acquisition or disposi - tion of the securities (Form 246-2) to the SEC within three business days after the transition (Section 246 of the SEC). Pursuant to the Notification of the Capi - tal Market Supervisory Board, the holdings of related persons of the acquirer, persons acting in concert with the acquirer and their related persons are aggregated for the purposes of determining whether the disclo - sure requirement is triggered. Directors, members of management, auditors and certain connected persons, including companies in which they hold more than 30% of the total voting rights, are obliged to disclose details of any acquisi - tion or disposal of shares, securities whose price is linked to shares or listed derivatives (Section 59 of the SEC Act). Moreover, from 19 February 2024, listed public com - panies, property funds, infrastructure funds and investment trusts are required to disclose a list of securities holders holding not less than 0.5% of the paid-up capital, provided that the list must include at least ten securities holders. Such disclosure shall be disclosed within 14 days from the book closing date or the record date, whichever is applicable. 4.3 Hurdles to Stakebuilding The reporting thresholds under Thailand’s takeover rules apply uniformly to all publicly listed companies. Public companies, whether listed or not, are legally prohibited from restricting the transferability of their shares, although they may impose restrictions neces - sary to ensure compliance with any applicable foreign ownership restrictions. 4.4 Dealings in Derivatives Dealings in derivatives are permitted, provided that any securities that may be converted into shares, including derivative warrants, shall be subject to all applicable tender offer requirements under the rel - evant securities laws and regulations.
1305 CHAMBERS.COM
Powered by FlippingBook