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Infrastructure Trust
An Infrastructure Trust is a fund mobilizing tool for investments in infrastructure projects that benefit the public on a large scale both in Thailand and abroad, such as rail or pipeline transportation systems, electricity, water supply, roads, expressways or concession routes, airports or airfields, deep-sea ports, telecommunication or infrastructure in information technology and communication, alternative energy, water management or irrigation system, natural disaster prevention system, waste management, and interconnected infrastructure businesses that support one another for the benefit of the same or nearby communities.
An Infrastructure Trust is one of the funding options for the public and private sectors in addition to listing a company on the stock exchange or seeking loans from financial institutions. Companies can raise funds through their infrastructure projects to keep developing the projects on proper budgets and by using the assets in the infrastructure projects and the ability to generate profits as fund-raising tools. The trust can use the raised funds to invest in both completed and revenue-generating projects (Brownfield Project) and incomplete projects (Greenfield Project).
Key rules for Infrastructure Trust
| Type | A trust for investment in infrastructure |
| Size |
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| Investment | The trust must invest in infrastructure projects for ≥ 75% of the total asset value |
| Types of investments | There are two types of investments;
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| Investment in Greenfield Project |
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| Offer and allocation |
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| Debt Financing |
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| Manager | Trust Manager who has the required qualifications |
| Restrictions for unit holdings of any person or a common person group | < 50% of the total trust units of each tranche (if any) |
| Dividend payment | > 90% of adjusted net profit |
| Financial statement | Must be prepared in accordance with Thailand accounting standards and audited by SEC approved auditors |
| Asset valuation |
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Remarks
(1) A high net worth investor refers to someone who makes an initial unit purchase of at least THB10 million or whose total unit value, including additionally acquired and existing units, is ≥ THB10 million.
Infrastructure Trust vs Infrastructure Fund
| Infrastructure Trust | Infrastructure Fund | |
| Structure | Trust | Mutual Fund |
| Investment | Infrastructure that benefits the public on a large scale in Thailand or abroad | Infrastructure that benefits the public on a large scale in Thailand |
| Project valuation | ≥ THB 10,000 million | ≥ THB 2,000 million |
| Tax privileges | No tax privilege | Tax privileges (up to 10 years dividend tax exemption for individuals) |
Infrastructure Trust Listing on the Stock Exchange of Thailand
A type of fundraising as infrastructure trust for general investors needs to get permission from the SEC and get the trust units listed on SET.
A type of fundraising as infrastructure trust for general investors needs to get permission from the SEC and get the trust units listed on SET.
Unit trust refers to the trust certificate that bears entitlement of the holder in receiving benefits from trust as specified by SEC rules.
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- An infra trust refers to the trust that invests in infrastructure projects as prescribed in SEC announcement. Assets of the infrastructure project include:
- Rail or pipeline transportation
- Electricity, waterworks
- Roads, special path, or commissioned path
- Airports
- Deep water port
- Telecommunication or ICT Infrastructure
- Alternative energy
- Water management or irrigation systems
- Natural disaster protection systems including the warning system and disaster mitigation system
- Waste management system
- Multi-infrastructure business comprising of complementary facilities, which are:
- Connected, or promoting mutual benefits, or beneficial to the community or its neighborhood; and
- Generating or having income contribution for no less than 80% of the composite revenue
- To list on SET, an infra trust must have the following qualifications:
- Approved by SEC
- Having the SEC-approved trust manager and SEC-licensed trustee
- Having retail trust holders for no less than 20% of each listed tranche
Appointing Thailand Securities Depository Co., Ltd. (TSD) or other SET-approved persons to act as securities registrar
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The SET will consider listing request within seven days upon receiving complete and correct documents
Process of Listing Consideration for an Infrastructure Trust
Remarks : Person submitting the request can be a trust founder, who is going to be the trust manager, or the trust manager specified in the trust deed as authorized person for submitting the listing request.
Q&As
The trust deed and filing form must contain the following messages stating that the trust units are:
1. Fully paid
2. Bearer’s name
3. Have no restriction in transferring the trust units, exception for the legal restrictions
1. Fully paid
2. Bearer’s name
3. Have no restriction in transferring the trust units, exception for the legal restrictions
Related Regulations
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Forms
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