Thailand’s Securities and Exchange Commission opens public hearing to amend regulations on newly issued Baht Bonds from foreign issuers

Currently, foreign entities looking to sell Baht Bonds in Thailand must seek approval from the Ministry of Finance and the Securities and Exchange Commission (“SEC”)’s  committee. However, given the fundraising capabilities of the domestic bond market in both the private and public sectors, and the utilisation of currency swaps in the capital market, the Ministry of Finance has decided to shift its primary regulatory role and delegate sole approval authority to the SEC. Under the new regulation, sellers of foreign bonds must directly file an application with the SEC committee, thus eliminating the need for prior approval from the Ministry of Finance. This aligns with the standardised practice for other types of bond offers. Despite the streamlined permission process, there are the following additional key points, which are aimed at tightening regulations on the sale of Baht Bonds by foreign issuers and protecting investors:

Ⅰ. All types of Baht Bonds are required to be not lower than investment grade issue ratings by an international credit rating agency established under a foreign law. This regulation only exempts Baht Bonds offered for sale as Private Placements, which means it is not applicable in the cases of:

→ When the  sale offer does not exceed 10 Institutional Investors within any period of months; or 
→ When the sale offer to high net-worth investors does not exceed 10 investors and the total value does not exceed Baht 50,000,000 at any time.

Currently, only public offerings of Baht Bonds necessitate credit ratings. Under the new regulations, international credit ratings will enable investors to compare bonds offered by foreign issuers within Thailand to those offered abroad. Additionally, the minimum investment-grade credit rating will serve as the primary screening criterion for foreign issuers, which will help with the mitigation of potential risks.

Ⅱ. All types of Baht Bonds are required to appoint a bondholder representative, regardless of whether it is a public or private placement offering. Such provision aims to secure the best interest for bondholders by ensuring that the issuer complies with the rights of bondholders.

Ⅲ. All types of Baht Bonds are required to be registered with the Thai Bond Market Association  within 30 days from the date of issuance, regardless of the type and case. In such regard, the general information of the bonds will be disclosed to public investors; details of which include but are not limited to the closing price and fair market value. 

Nevertheless, the regulation that stipulates a minimum credit rating grade could impact existing Baht Bonds from foreign issuers, because such bonds may lack issue ratings from international credit rating firms or have ratings lower than the mandated minimum level, which would render them ineligible for roll-over. To address this issue, the SEC committee has the authority to oversee approvals for offering and selling such Baht Bonds, as well as potentially considering exemptions from the credit rating requirement for these outstanding bonds.

The public hearing was open until 20 December 2023. 

Reference: https://www.sec.or.th/EN/Pages/News_Detail.aspx?SECID=10315&NewsNo=235&NewsYear=2023&Lang=EN

This is intended merely to provide a regulatory overview and not to be comprehensive, nor to provide legal advice. Should you have any questions on this or any other areas of law, please contact:

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