In Thailand, there are specific regulations governing the issuance of bonds, which vary depending on the type of investor to whom the bonds are offered. Here’s a breakdown of the different investor categories and the corresponding regulations:

1. Specific Investors (PP-10):

• Bonds are offered to a maximum of 10 institutions or individuals.
• No underwriter is required.
• Investors are typically internal to the company, such as institutional investors, audit committees, executives, major shareholders (holding more than 10%), and subsidiaries.
• If offered to institutional investors, there are no limits on the offering amount, but if offered to related parties, the limit is 50 million baht per offering.
• Given the limited and select group of investors, credit ratings are often not required, as investors are assumed to have sufficient knowledge of the company.
• The company must report significant events that could impact investor perceptions.

• Similar to PP-10, no underwriter or credit rating is required.
• Investors are assumed to have access to sufficient information to make informed decisions.
• The company must report significant events and submit financial statements for review by institutional investors.

3. High-Net-Worth Individuals (HNW):

• More regulatory oversight is required compared to PP-10 and II due to the broader range of investors.
• An underwriter is necessary, and the issuer must have a representative.
• The offering must be filed with the Securities and Exchange Commission (SEC) for approval.
• Similar to II, the issuer must submit financial statements and reports for significant events.

4. Public Offering (PO):

• This is the most regulated type of bond offering.
• An underwriter is required, and a registration statement must be filed with the SEC.
• A credit rating is mandatory to assess the investment risk.
• The issuer must submit annual reports, financial statements, and reports for significant events.

5. Rights Offering/Pre-emptive Rights Offering (RO/PPO):

• This applies specifically to convertible bonds.
• The issuer can offer convertible bonds to existing shareholders without a credit rating, assuming shareholders have sufficient knowledge of the company.
• An underwriter is not required, but the issuer must report significant events.
• Subscription rights are based on the existing shareholding structure.