DIVISION 2
DEBENTURES SECTION 39. The par value of a debenture of a company shall not be less than one
hundred baht which shall be paid in money and the purchaser cannot avail himself of a set-off
against the company as to payment of the debenture.
SECTION 40.4 A debenture certificate shall contain at least the following particulars:
(1) name of the company;
(2) registration number of the company and the date of registration by the company
registrar;
(3) the total amount of debentures issued;
(4) name of debenture holder or statement that it is a bearer debenture;
(5) type, value, serial number, number and amount of debentures issued, interest rate as
well as repayment period;
(6) method, time and place for the payment of interest and redemption;
(7) rights of the debenture holder in case the company incurred a debt before issuing the
debenture;
(8) procedures for the conversion of rights (if any);
(9) signature of authorized director or debenture registrar;
(10) the date of issue;
(11) other particulars as specified in the notification of the Capital Market Supervisory
Board.
DIVISION 3
ISSUANCE OF SECURED DEBENTURES
SECTION 41.4 In applying for an approval in accordance with Section 33 or Section 34 to
issue secured debentures, the applicant shall also:
(1) submit a draft of terms and conditions stating the rights and duties of the debenture
issuer and the debenture holders;
(2) submit a draft agreement appointing a debenture holder representative;
(3) obtain approval for a person having qualifications as specified in the notification of
the Capital Market Supervisory Board to be a debenture holder representative;
(4) undertake any other acts as specified in the notification of the Capital Market
Supervisory Board.
In cases where a public limited company offers newly issued secured debentures for sale to
its shareholders, which does not require approval in accordance with Section 33, that public
limited company shall also comply with the provisions of the first paragraph prior to making
of such offer.
SECTION 42.4 The terms and conditions stating the rights and duties of the debenture
issuer and debenture holders shall contain at least the following particulars:
(1) rights and conditions under the debenture;
(2) return arising from the debenture;
(3) property used as collateral or other collateral;
(4) appointment, power and duty of debenture holder representative;
(5) conditions for the removal of debenture holder representative;
(6) consent of debenture holders permitting the debenture issuer to appoint a debenture
holder representative who has received an approval in accordance with Section 41(3);
(7) representation of the debenture issuer to mortgage, pledge or provide other collateral
against the debenture within the specified period of time in accordance with
Section 44;
(8) procedures for, time and place of payment of debt;
(9) procedures for the conversion of rights (if any);
(10) other particulars as specified in the notification of the Capital Market Supervisory
Board.
SECTION 43.4 The agreement appointing a debenture holder representative shall contain
at least the following particulars:
(1) powers and duties of the debenture holder representative in the acceptance of
mortgage, pledge or other collateral, in the exercise of rights to enforce such
collateral, or in causing the debenture issuer to comply with the terms and conditions
made with the debenture holders, including claims for compensation;
(2) rate and method of remuneration of the debenture holder representative;
(3) other particulars as specified in the notification of the Capital Market Supervisory
Board.
SECTION 44. When the issuer of secured debentures has offered the secured debentures
for sale to its shareholders or the public or any person, the debenture issuer shall have the
rights and duties as provided by the terms and conditions in accordance with Section 41(1)
and the provisions of this Act. The issuer of secured debentures shall with the consent of
debenture holders appoint a debenture holder representative and put in place a mortgage,
pledge or other collateral with the debenture holder representative within seven days from the
closing date of the offer for sale.
SECTION 45. The debenture holder representative shall have the power to act in his own
name for the benefit of all debenture holders in accepting a mortgage, pledge or other
collateral, exercising rights to enforce collateral and causing the issuer of secured debentures
to comply with the terms and conditions made with debenture holders, including claims for
compensation.
The act of the debenture holder representative in the first paragraph shall be deemed as the
act directly performed by the debenture holders.
SECTION 46.4 The Capital Market Supervisory Board shall have the power to issue rules,
conditions and procedures for a debenture holder representative to act within his authority
and responsibilities.
SECTION 47. In addition to the duties as specified in the appointment agreement, a
debenture holder representative has the duty to look after the interests of the
debenture holders.
In cases where the debenture holder representative acts, omits to act, or neglects or fails to
perform his duties as provided in the first paragraph, causing damage to debenture holders,
any debenture holder or the SEC Office has the right to file a claim in court against the
debenture holder representative for the benefit of the debenture holders as a whole.
In cases where a claim has been filed in court by the debenture holder, such debenture holder
shall hold not less than ten percent of all the secured debentures sold or be appointed by other
debenture holders who collectively hold not less than ten percent of all the secured
debentures sold.
SECTION 48. In case the debenture holder representative commits an offence against
property as stipulated in Chapter 1, Chapter 3, Chapter 4, Chapter 5, or Chapter 7, of Title 12
of the Criminal Code, the SEC Office shall be deemed as the injured party under the Criminal
Procedure Code.
In the event under the first paragraph, the public prosecutor, after having brought the criminal
case to court, has the power to claim property or price or compensation for damages on
behalf of the injured person. For this purpose, the provisions concerning the procedure for
filing a civil case in connection with a criminal case under the Criminal Procedure Code shall
apply mutatis mutandis.
SECTION 49. If the debenture issuer intends to arrange for a debenture holder
representative when issuing any type of debentures other than secured debentures, the
debenture issuer shall declare its intention while making an application for the issuance of
debentures and in such case the provisions of Section 41, Section 42, Section 43, Section 44,
Section 45, Section 46, Section 47 and Section 48, including related penalty provisions, shall
apply mutatis mutandis to the application for approval, the preparation of terms and
conditions, and agreement appointing a debenture holder representative, the powers and
duties of the debenture holder representative, including the filing of a case in court against the
debenture holder representative.
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4. indicated amendment by the Securities and Exchange Act (No. 4) B.E. 2551 |
