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Contribution:

This translation has been provided with the kind assistance of Chaninat & Leeds. Chaninat & Leeds practices both family and business law, including K1 visa Thailand.




 

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

 

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