SECTION 251. No person making a tender offer to purchase securities shall purchase the
securities of the business prior to effectiveness of the tender offer which has been filed with
the SEC Office and prior to having complied with Section 248.
From the effective date of the tender offer until the date after the time specified in the
tender offer for the purchase of securities, no person making the tender offer shall purchase
such securities by any means other than those specified in the tender offer.
SECTION 252.4 After the expiry of the period specified in the tender offer to purchase
securities, if the amount of securities being offered for sale by the securities holders is in
excess of the amount of securities specified in the tender offer, the person making the tender
offer shall purchase all of such securities, only in the following cases:
(1) such securities are listed securities or traded in an over-the-counter center and the
person making the tender offer has the intention to withdraw such securities from
being listed securities in the Securities Exchange or being traded in the over-thecounter
center;
(2) the person making the tender offer has the intention to change the main object of the
business;
(3) the person making the tender offer has the intention to become the holder of securities
of that business in an amount of not less than seventy-five percent of the total
securities sold;
(4) other cases as specified in the notification of the Capital Market Supervisory Board.
The person making the tender offer shall make payment for securities to the seller of
securities immediately upon delivery of securities, and in case such securities are listed
securities, it shall be deemed as a purchase and sale in the Securities Exchange.
SECTION 253. In cases where the amount of securities being offered for sale by securities
holders at a certain price specified by the person making the tender offer is less than the
amount specified in the tender offer and the person making such tender offer wishes to
purchase up to the required amount, the person making such tender offer may offer a higher
price for the purchase of securities. In such case, the person making the tender offer shall
make an additional payment for the difference in price to the holders of securities who have
previously made the offer for sale.
SECTION 254. In cases where the person making the tender offer to purchase securities
for the purpose of taking over a business intends to withdraw such securities from being
listed securities or from being traded in an over-the-counter center, the person making such
tender offer shall clearly state his intention in the tender offer.
SECTION 255.4 Regardless of whether the take over of a business has succeeded or not,
a person who has previously made a tender offer to purchase securities for the purpose of
taking over such business shall be able to make another tender offer for the purpose of taking
over the business only after a period of one year from the date after the time specified in the
previous tender offer for the purchase of securities, unless otherwise permitted by the
Capital Market Supervisory Board.
SECTION 256.4 The person making the tender offer who has already purchased the
securities shall report the result of such purchase to the SEC Office within the time specified
by the Capital Market Supervisory Board.
The report under the first paragraph shall be in accordance with the rules and procedures as
specified in the notification of the Capital Market Supervisory Board.
SECTION 257. The SEC Office shall keep the information concerning a tender offer to
purchase securities and make it available for inspection by the public for a period of one year
from the effective date of the tender offer.
SECTION 258.4 Securities of a business held by the following persons or partnerships
shall be regarded as securities held by the person referred to in Section 246 and Section 247:
(1) the spouse and a minor child of the person referred to in Section 246 and Section 247;
(2) a natural person who is a shareholder of the person referred to in Section 246 and
Section 247 in an amount exceeding thirty percent of the total number of voting rights
of such person, providing that the voting rights of such shareholder’s spouse and
minor child shall be included;
(3) a juristic person which is a shareholder of the person referred to in Section 246 and
Section 247 in an amount exceeding thirty percent of the total number of voting rights
of such person;
(4) a shareholder in the juristic person under (3) and the shareholders in all levels of
upward shareholding, beginning from the shareholder in the juristic person under (3),
providing that shareholding in each level exceeds thirty percent of the total number of
voting rights of the juristic person in the immediate lower level. In cases where the
shareholder in any level is a natural person, the voting right of such shareholder’s
spouse and minor child shall be included;
(5) a juristic person in which the persons referred to in Section 246 and Section 247 or
the persons under (1), (2) or (3) collectively hold shares in an amount exceeding
thirty percent of the total number of voting rights of such juristic person;
(6) a juristic person in which the juristic person under (5) holds its shares and its
shareholders in all levels of downward shareholding, beginning from the shareholder
in the juristic person under (5), providing that shareholding in each level exceeds
thirty percent of the total number of voting rights of the juristic person in the
immediate lower level;
(7) an ordinary partnership in which the person referred to in Section 246 and
Section 247 or the person under (1), (2), (3), (4), (5), (6) or the limited partnership
under (8) is a partner;
(8) a limited partnership in which the person referred to in Section 246 and Section 247
or the person under (1), (2), (3), (4), (5), (6) or the ordinary partnership under (7) is an
unlimited liability partner; and
(9) a juristic person over which the persons under Section 246 and Section 247 have the
power of management in respect of investment in securities.
SECTION 259. In cases where there is any doubt whether the holding of securities is of
the characteristics which may be counted as held by the same person in accordance with
Section 258, the SEC Office shall inform such person to give an explanation or proceed to
rectify such holding of securities. If such person fails to give an explanation or fails to rectify
the situation within the time specified by the SEC Office, the holding of such securities shall
be deemed to fall within the characteristics specified in Section 258.
[CHAPTER 9 APPELLATE COMMITTEE, SECTION 260 and SECTION 261 were
repealed by the Securities and Exchange Act (No.4) B.E. 2551]
CHAPTER 10
SUPERVISION AND CONTROL
SECTION 262. The Minister shall have the powers and duties of overall supervision and
control for implementation in accordance with the provisions of this Act and for
harmonization with the policies of the Government or the resolutions of the Cabinet.
SECTION 262/1.4 The Minister shall have the power to order the SEC, the Capital
Market Supervisory Board or the SEC Office to clarify any fact, give an opinion or
prepare and submit report on the conditions of the capital market or the derivative market
or the guideline for the supervision of the capital market or derivative market.
SECTION 263. All matters which are required to be submitted to the Cabinet in
accordance with the provisions of this Act shall be submitted by the Minister.
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4. indicated amendment by the Securities and Exchange Act (No. 4) B.E. 2551 |
