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




 

In cases where the SEC Office is of the opinion that the amendment as referred to in the first paragraph shall affect the interests of investors, the SEC Office has the power to order the promoters of a public limited company, a company or owner of securities to file additional documents or information.

SECTION 75. In calculating the period of time in accordance with Section 67, the period from issuance by the SEC Office of an order under Section 73 or under the second paragraph of Section 74, until receipt by the SEC Office of the complete documents or information shall not be taken into calculation.

SECTION 76. After the date on which the registration statement and draft prospectus have become effective, the SEC Office shall have the following powers:
(1) In cases where the SEC Office finds that the statements or particulars in the registration statement and prospectus are false or fail to disclose material facts that should have been stated therein which may cause damage to the purchasers of securities, the SEC Office has the power to order the suspension of the effectiveness of the registration statement and draft prospectus, and in cases where the offer for sale of securities is given an approval in accordance with Section 32, Section 33 or Section 34, the SEC Office has the power to order the withdrawal of such approval immediately;
(2) In cases where the SEC Office finds that the statements or particulars in the registration statement and prospectus contain material facts which are incorrect, or there is an event which causes a material change in the information contained in the registration statement and draft prospectus which may affect the investment-making
decisions of the purchasers of securities, the SEC Office has the power to order the temporary suspension of the effectiveness of the registration statement and draft prospectus until a course of action has been taken to make a correction and other action is taken as specified by the SEC Office in order to make public the amendment
of such information;
(3) In cases where the SEC Office finds that the statements or particulars in the registration statement and prospectus are incorrect in other aspects, the SEC Office has the power to order the promoters of a public limited company, a company or owner of securities who files the said documents to make corrections.

The order of the SEC Office under the first paragraph does not affect any act of the promoters of a public limited company, a company or owner of securities undertaken prior to such order and does not affect the rights of any person as provided in Section 82 to claim for compensation.

SECTION 77. When the promoters of a public limited company, a company or owner of securities has filed the registration statement or draft prospectus, distribution of the information relating to the offer for sale of securities may be made prior to effective date of such registration statement and draft prospectus. However, the information so distributed must contain material facts as specified in a notification of the SEC Office, as well as a clear statement showing that such distribution of information is not a prospectus, provided that it shall be in accordance with the rules and procedures as specified in the notification of the SEC Office.

SECTION 78. Any person who wishes to examine or obtain a copy of a registration statement and draft prospectus filed with the SEC Office may do so in accordance with the regulations as specified in the notification of the SEC Office.

SECTION 79. When a registration statement and draft prospectus have become effective, the offer for sale of securities to the public may be made only when the prospectus containing the date of filing of the registration statement and draft prospectus has been delivered or distributed.

SECTION 80.4 Advertisement and invitation to the public or any other person to purchase securities by the promoters of a public limited company, a company or owner of securities which do not follow the procedure as referred to in Section 79 can be made only when the registration statement and draft prospectus have become effective in accordance with Section 67 or Section 68 and shall not contain exaggerated, false or misleading statements. In cases where the advertisement is made by means of printed matter, it shall also contain the
following details:
(1) amount, type, offer price per unit and total value of securities offered;
(2) name of the promoters of the public limited company, the company or the owner of the securities;
(3) type of business to be or being operated;
(4) place and time at which the draft prospectus may be obtained;
(5) names of underwriters (if any);
(6) other particulars as specified in the notification of the Capital Market Supervisory Board.

SECTION 81. After the completion of the sale of securities, the promoters of a public limited company, a company or owner of securities shall report the result of the sale to the SEC Office. In cases where an offering is made through an underwriter, the promoters of a public limited company, a company or owner of securities shall report the amount of securities and the amount of money paid for securities which have been purchased by the underwriter as well.

The report as referred to in the first paragraph shall be made in accordance with the rules and procedures as specified in the notification of the SEC Office.

SECTION 82. In cases where the registration statement and prospectus contain false statements or particulars or fail to disclose material facts that should have been stated therein, any person who purchases securities from the promoters of a public limited company, a company or owner of securities, and such person is still the owner of such securities, who suffers damage from such purchase, shall have the right to claim compensation from the company or the owner of the securities.

The securities purchaser who has a right to claim compensation in accordance with the first paragraph must have purchased the securities before the facts under the first paragraph become apparent. However, the facts must become apparent within one year from the effective date of the registration statement and draft prospectus.

SECTION 83. The following persons shall be liable in accordance with Section 82 jointly with the company or the owner of securities unless such persons can prove that they are not aware of the facts or by their positions they could not have been aware of the truthfulness of the information or the failure to disclose the facts required to be stated:
(1) directors who have the power to bind the company and signed their names in the registration statement and prospectus;
(2) promoters of a public limited company who signed their names in the registration statement and prospectus;
(3) underwriters, auditors, financial advisors, or appraisers of assets who intentionally or with gross negligence signed their names to certify the information in the registration statement and prospectus.

SECTION 84. The company or the owner of securities and the persons referred to in Section 83 are not liable to pay compensation in accordance with Section 82 in the following cases:
(1) the subscribers knew or should have known that the statements or particulars were false or that there was a failure to disclose material facts required to be stated therein;
(2) damage did not arise from the result of the receipt of false information or the failure to disclose material facts required to be stated therein.

SECTION 85. The liability for damages under Section 82 shall be equivalent to the difference between the amount which the person who exercises the right to claim compensation has paid for the acquisition of such securities and the price which should have been, had the disclosure of information been correctly made as specified by the SEC Office,
and which price shall not be less than the par value of such securities. Provided that interest at the maximum average rate payable for fixed deposit of one year or more from at least four commercial banks specified by the SEC Office shall be added to the difference.

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

 

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