CHAPTER 3
PUBLIC OFFERING OF SECURITIES

SECTION 63. The provisions of this Chapter shall not apply to the offer for sale of the following securities:
(1) treasury bills;
(2) government bonds;
(3) Bank of Thailand bonds;
(4) bonds whose principal and interest are guaranteed by the Ministry of Finance;
(5) any other securities as specified in the notification of the SEC.

SECTION 64. The provisions of this Chapter shall not apply to the offer for sale of securities in the following cases:
(1) the offer for sale of newly issued investment units of a securities company licensed to manage mutual funds;
(2) the offer for sale of securities to the public or any person having a total value less than the amount specified in a notification of the SEC;
(3) the offer for sale of securities whose characteristics, type, or number of investors are specified in the notification of the SEC.

In an offer for sale of securities in accordance with (2) and (3), the promoters of a public limited company, a company or owner of securities shall report the result of the sale to the SEC Office within fifteen days from the closing date of offer for sale.

SECTION 65. The offer for sale of securities to the public or any person may be made only when the registration statement and the draft prospectus which have been filed with the SEC Office by the promoters of a public limited company, a company or owner of securities have become effective.

SECTION 66. In cases where the offer for sale of securities to the public or any person in accordance with Section 65 required an approval from the SEC Office, the promoters of a public limited company, or a company may file the registration statement and draft prospectus together with the application for approval in accordance with Section 32,
Section 33 and Section 34 or may make such filing after the approval has been granted.

In cases where an approval has been granted in accordance with Section 33 or Section 34 to a company to offer for sale newly issued securities to the public or any person several times within the amount and time as specified by the SEC Office and those securities are securities which have a repayment period not exceeding two hundred and seventy days, the company need not file a registration statement and draft prospectus each time the offer for sale is made but shall submit to the SEC Office any changes in the information contained in the registration statement and draft prospectus which have previously been filed with the SEC Office not less than five working days prior to date of delivery or the date of distribution of the prospectus.

SECTION 67.⁴ Subject to the provisions of Section 68, a registration statement and draft prospectus shall be effective upon lapse of forty-five days after the receipt of such registration statement and prospectus by the SEC Office, except where the Capital Market Supervisory Board specifies an effective date before such period.

SECTION 68. In cases where the promoters of a public limited company, or a company has submitted the registration statement and draft prospectus with an application for approval of an offer to sell newly issued securities in accordance with Section 32, Section 33 or Section 34, and the SEC Office has not yet given an approval after the lapse of the time specified in Section 67, such registration statement and draft prospectus shall become effective only when the approval has been granted to the promoters of such public limited company, or such company to make an offer for sale of the newly issued securities.

SECTION 69.⁴ A registration statement shall be in the form as specified in the notification of the Capital Market Supervisory Board and shall have the following details:
(1) objective of the offer for sale of the securities to the public or any person;
(2) name of the issuing company which issues securities;
(3) capital of the company;
(4) amount and type of the securities offered for sale;
(5) expected selling price per unit of securities;
(6) nature of the business;
(7) financial condition, business operation, and material information of the business;
(8) management and major shareholders of the issuing company;
(9) auditor, regularly contacted financial institutions, and legal advisor of the issuing company;
(10) procedures for the subscription, underwriting and allocation of securities;
(11) other information as specified in the notification of the Capital Market Supervisory Board.

In filing a registration statement, the SEC Office may instruct the promoters of a public limited company, a company or owner of securities to attach any documents other than those specified in the registration statement.

SECTION 70.⁴ In addition to the information to be provided in accordance with Section 69, the registration statement for the sale of securities in the category of bills or debentures shall also contain the following information:
(1) rights and restrictions related to the transfer of bills or debentures;
(2) return on debentures and bills;
(3) property or other collateral used as security for repayment (if any);
(4) debenture holder representative (if any);
(5) encumbrances on the property of the company which issues securities in case of unsecured securities;
(6) outstanding debt from previous issues of bills or debentures;
(7) procedure, time, and place of repayment;
(8) procedures for the conversion of rights (if any);
(9) other information as specified in the notification of the Capital Market Supervisory Board.

SECTION 71.⁴ In addition to the information to be provided in accordance with Section 69, the registration statement for the sale of certificates representing the rights to purchase shares, certificates representing the rights to purchase debentures, or certificates representing the rights to purchase investment units, shall also contain the following information:
(1) rights and conditions under the certificates;
(2) shareholders' resolution authorizing the issue of shares, or debentures, or approval by the SEC Office to issue investment units for exercising rights under the certificates, as the case may be;
(3) amount of shares, debentures, or investment units to be issued under the certificates;
(4) procedures for the conversion of rights;
(5) other information as specified in the notification of the Capital Market Supervisory Board.

SECTION 72. The draft prospectus shall be in the form as specified in the notification of the SEC Office and wherever there are corresponding particulars in the draft prospectus and the registration statement, the material facts stated therein shall be the same.

SECTION 73. In cases where the SEC Office is of the opinion that the statements or particulars in the registration statement and draft prospectus are incomplete, the SEC Office has the power to order the person who files the registration statement and draft prospectus to file additional information or amend the registration statement and draft prospectus.

However, the SEC Office may not give such an order after the registration statement and draft prospectus have become effective in accordance with Section 67 or Section 68.

SECTION 74. Prior to the effective date of the registration statement and draft prospectus, the promoters of a public limited company, a company or owner of securities who wishes to amend the particulars or information in the registration statement and draft prospectus may submit an application for such amendment to the SEC Office. Where such amendment concerns material information, the SEC Office may deem the date of the receipt of such amendment to be the commencement date of the period of time required under Section 67 for the filing of the new registration statement or the draft prospectus.

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4. indicated amendment by the Securities and Exchange Act (No. 4) B.E. 2551