SEC Hearing Criteria for Permission to Issue and Offer “NC Bonds” - Adjusting Criteria to Amend Purpose of Proceedings

SEC opens for comments on criteria for granting permission to issue and offer “NC Bonds” and improving criteria for amending the purpose of using the funds

September 11, 2567 The Securities and Exchange Commission (SEC) Open for comments on the criteria for granting permission to issue and offer “subordinated securities companies with conditions for postponing or canceling interest payments and postponing principal payments” or “NC Bonds” for securities business operators or futures business operators (business operators) to support the issuance of subordinated debt instruments that are consistent with the definition of subordinated debt that is not counted as total debt in calculating the capital of business operators and improve the criteria for amending the purpose of using the funds to be clearer.

As the SEC has revised the definition of subordinated debt that is not counted as total debt in calculating the capital of business operators, and in order for the issuance of subordinated debt instruments to be consistent with such definition, the SEC has revised the criteria for granting permission to issue and offer NC Bonds to allow business operators to issue subordinated debt instruments to benefit liquidity funds.

It is in accordance with the criteria for complex and high-risk debt instruments that are consistent with the characteristics of the instruments, including proposing improvements to the criteria for changing the purpose of using the funds and the qualifications of the debt instrument offerors to be in line with the same guidelines and standards, including being clearer and more appropriate in practice.

For the criteria for issuing and offering NC Bonds for business operators and the criteria for the purpose of using the funds, which are proposed for improvement, the main points are summarized as follows:

1) Establish criteria for granting permission to issue and offer NC Bonds that are consistent with the revised definition, which is additional to general debt instruments, such as requiring all types of offerings to submit an application for permission, have a credit rating, disclose additional information from general debt instruments, and disclose information about ongoing capital funds, etc.

2) Specify that general debt instruments (plain vanilla)* must not have complicated terms and conditions, such as the issuer being able to postpone or cancel interest or other compensation payments, or having conditions for debt repayment (write off), etc., which NC Bonds are not considered general debt instruments.

3) Improve the method of changing the purpose of using the funds to comply with the standard rights conditions** and improve the method of considering the permission qualifications in cases where the debt instrument issuer has a history of using the funds for the wrong purpose.

The SEC has published the hearing document on the SEC website. https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1015 and the legal system law.go.th Interested persons and stakeholders can express their opinions on the website or via e-mail: debt@sec.or.th until October 10, 2567.

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