In more detail
More flexibility to the deadline for small-sized transactions (less than THB 3 million)
Previously, all transactions had to be reported within three business days from the transaction date via the online reporting system. The amendment gives an alternative approach to reporting changes in the holding of securities and derivatives within three business days from the following events, whichever is earlier:
- When the total value of the combined transactions is equivalent to THB 3 million or more.
- When a period of six months has elapsed from the date of the first transaction.
Reduction of redundant reports for spouse or cohabitant holding the position of director or executive in the same listed company
Previously, both the director or executive and their spouse or cohabitant, who also held a directorship or executive position in the same listed company, were each required to report changes in the holding of securities and derivatives resulting from the same transaction. The amendment is that if the director or executive reports changes in the holding of securities and derivatives in accordance with the relevant notification requirement, it will be deemed that their spouse or cohabitant, who is also a director or executive of the same listed company, has already reported the changes relating to the same transaction.
Exemption from reporting in the case of a forced sale
The new notification rule offers additional exemptions for reporting obligations in situations where changes in the holding of securities and derivatives occur as a result of an auction or forced sale under specific circumstances, i.e., (i) a forced sale in accordance with the provisions or conditions of the acquisition of securities as a result of being directors or employees under the Employee Stock Option Plan (ESOP), and (ii) a forced sale of shares in which the employer contributes according to the terms or conditions of a joint investment project between the employer and employee under the Employee Joint Investment Program (EJIP).
Determination of transaction date for acquisition of newly issued shares and convertible securities
Under normal circumstances, reporting changes in the holding of securities and derivatives by a director or executive must be done on the transaction date, namely the date on which the purchase, sale, transfer or acceptance of securities or derivatives takes place. However, the previous notification requirement did not clearly set out the period when a director or executive is obliged to make this report in all circumstances. The amendment explicitly provides this necessary clarification to avoid any confusion:
- Purchase of newly issued shares: The transaction date will be considered as the date on which the registration of the change of paid-up capital with Registrar under Public Limited Company Act is completed.
- Purchase of newly issued convertible securities: The transaction date will be considered as the issuance date of the convertible securities.
