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A Company who Operates Basic Public Utilities Business

A Company who Operates Basic Public Utilities Business (Infrastructure Company)

About Infrastructure Company 

Since infrastructure projects are critical for Thailand's economic and social development and require significant investment, SET has a policy to support companies investing in infrastructure projects that benefit Thailand and/or other countries by facilitating a quick and efficient listing to allow them to raise funds for their businesses while also enabling investors to invest in good infrastructure projects and earn reasonable returns.

Infrastructure Company
Companies that invest in infrastructure projects are companies that invest in constructions or systems that are necessary for economic and social development, such as:
  • Electric power generation and distribution systems
  • Water supply and management systems and irrigation systems
  • Ground transportation systems to facilitate travel and solve traffic problems
  • Ports and airports
  • Telecommunications systems
  • Pollution Control and Prevention Systems
  • Natural disaster prevention, warning, and management systems
  • Alternative energy
Infrastructure Company
Companies that invest in infrastructure projects are companies that invest in constructions or systems that are necessary for economic and social development, such as:
  • Electric power generation and distribution systems
  • Water supply and management systems and irrigation systems
  • Ground transportation systems to facilitate travel and solve traffic problems
  • Ports and airports
  • Telecommunications systems
  • Pollution Control and Prevention Systems
  • Natural disaster prevention, warning, and management systems
  • Alternative energy
Characteristics of an infrastructure company to be listed on the SET 
  • Has the same qualifications as an operating company
  • Invests in infrastructure projects that will generate consistent revenue in the future, such as: 
    • Obtains a concession or permission from a state agency with a concession period of ≥ 20 years and a remaining period of ≥ 15 years from the date the SET receives valid evidence or;
    • Has a sales or service contract with a state agency with a remaining contract term of ≥ 15 years from the date the SET receives valid evidence
Group 16318
  • Prepare a feasibility study
  • An independent expert’s opinion on technological feasibility (Technology Feasibility)
  • Opinions of independent legal advisor (only for companies who operate mainly in foreign countries)
Group 16319
  • 3 years exemption (for companies investing in infrastructure projects that are beneficial to Thailand)
  • Track record of ≥ one year (for companies investing in infrastructure projects that are beneficial to foreign countries)
Group 16318
  • Prepare a feasibility study
  • An independent expert’s opinion on technological feasibility (Technology Feasibility)
  • Opinions of independent legal advisor (only for companies who operate mainly in foreign countries)
Group 16319
  • 3 years exemption (for companies investing in infrastructure projects that are beneficial to Thailand)
  • Track record of ≥ one year (for companies investing in infrastructure projects that are beneficial to foreign countries)

Companies that can be listed as infrastructure companies 

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Table comparing the listing of infrastructure company

 Infrastructure CompanyOperating Company
Holding Company whose subsidiary company invests in infrastructure projects
Business natureoperate an infrastructure businessoperate its own primary business such as manufacturing and distribution, services, reselling etc.has no significant business of its own and invests primarily by holding shares in other companies
RevenuesRevenues from sales and servicesRevenues from sales and servicesDividends
MarketSET / maiSET / maiSET / mai
Listing criteria

SET 
  • Operating results are exempted
  • Track record is exempted on a case by case basis
  • Profit Test
  • Market Cap. Test (SET only)
mai
  • Profit Test
  • Profit Test
  • Market Cap. Test (SET only)
mai
  • Profit Test
ApplicantInfrastructure CompanyOperating CompanyHolding Company
Qualifications (quantity and quality)

Infrastructure CompanyOperating CompanyHolding Company and a subsidiary operating core business
Qualifications of a subsidiary operating the core business will be subjected to infrastructure company criteria
Management

Infrastructure CompanyOperating CompanyHolding Company
Must have management control over the subsidiary company in proportion to its shareholding
Silent period

SET
  • Strategic shareholders holding the total of 55% of paid-up capital (after IPO)
  • are prohibited from selling their shares or receiving revenue for three years after listing (whichever the case)
  • are permitted to gradually sell up to 20% of the locked-up shares after one year of listing or generating revenue, and up to 20% every six months thereafter

mai
  • Normal criteria
Normal criteria
  • Strategic shareholders are prohibited from selling their shares in the aggregate amount of 55% of their paid-up capital for one year after the completion of the IPO
  • After having been listed for 6 months, they can gradually sell 25% of the locked-up shares
SET
  • Infrastructure company criteria
mai 
  • Normal criteria
Listing status


Normal criteria

Normal criteria such as maintaining the shareholding of minority shareholders (Free float)Normal criteria
Holding Company
  • Not having characteristics of an investment company 
  • Must have management control over the subsidiary company in proportion to its shareholding
  • Must maintain its shareholding in the subsidiary company operating the core business throughout the listing period. It can change the subsidiary company upon the lapse of 3 years from the commencement date of trading on the SET
A subsidiary company operating the core business must have the following qualifications:
  • is a subsidiary company and does not have the status of a listed company
  • Having its own core business operation
An infrastructure project is a project investing in Basic Public Utilities that is beneficial to its country. The Stock Exchange of Thailand (SET) is aware of those benefits, so the special listing policy is ruled to facilitate those companies to raise fund in the Exchange.
"Basic Public Utilities"   , namely: 
  1. Rail or pipeline transportation system
  2. Electricity
  3. Water supply 
  4. Road, toll road or concession road
  5. Airport
  6. Deep sea port
  7. Telecommunication or information and communication technology infrastructure
  8. Alternative energy
  9. Water management system or irrigation
  10. Natural disaster preventive system, including the warning and management systems to mitigate the severity resulting from natural disaster
  11. Waste management system
  12. a business in the nature of multi-infrastructure business under 1 to 11, having all of the following characteristics 
    1. linking, promoting or generating mutual benefits or benefits to the same or nearby communities. 
    2. generating or to generate income not less than eighty percent of the total aggregate income of all such mufti-infrastructure businesses.
Group 16481 Advantageous requirements for an infrastructure company
  1. To raise fund quicker as the company is not required a 2-3-year track record.
  2. To reduce financial risk and establish reputation.
  3. To encourage infrastructure company as the fundamental necessity.
  4. To expand the opportunity for investment of investors.
Group 16481 Listing criteria for common shares in the Stock Exchange of Thailand (SET) and Market for Alternative Investment (mai)
A company applying to list its common shares on the SET must have the following qualifications:
  • Having a par value of not less than THB 0.50 and fully paid-in share
  • Bearing holders’ names
  • having no restrictions on transfer of ordinary shares, unless the restrictions are in accordance with laws and are included in the articles of association of the company
 
 QualificationsThe Stock Exchange of Thailand (SET)Market for Alternative Investment (mai) 
 Status of listing applicantMust be a public limited company or corporation established under special law. 
 Paid-up Capital
(After IPO)
≥ THB 300 million≥ THB 50 million 
 Financial condition and liquidity
  • Must have a minimum total shareholder equity of THB 300 million and total shareholder equity > 0 before apply the listing application.
  • Must be in a stable and healthy financial condition and have sufficient working capital.
  • Must have a minimum total shareholder equity of THB 50 million and total shareholder equity > 0 before apply the listing application.
  • Must be in a stable and healthy financial condition and have sufficient working capital.
 
 Distribution of minority shareholders or free float/1
(After IPO)
  • Issued shares in hands ≥ 1,000 shareholders
  • Shareholding Ratio
    -    Total shareholding ≥ 25% of paid-up capital (If the paid-up capital is ≥ Baht 500 million, the company offer ≥ 10% or value of the ordinary shares based on par value ≥ Baht 75 million, whichever is higher.)
  • Issued shares in hands ≥ 300 shareholders
  • Shareholding Ratio
    -    Total shareholding ≥ 25% of paid-up capital (or ≥20% of paid-up capital if the paid-up capital > THB 3 billion)
    -    Each shareholder must hold at least 1 trading unit in accordance with the rule
 
 Public offering
  • Must have been granted approval by the SEC (except for a company established under a special law).
  • Offered through an underwriter
 
  
  • Number of shares cumulatively offered for sale: 
    - Offer for sale ≥ 15% of paid-up capital (If the paid-up capital is ≥ Baht 500 million, the company offer ≥ 10% or value of the ordinary shares based on par value ≥ Baht 75 million, whichever is higher.)
  • Number of shares cumulatively offered for sale: 
    - ≥ 15% of paid-up capital 
 
 Investment in the Basic Public UtilitiesTotaling investment value ≥ THB 10,000 million and have the qualifications concerning operating results and continuously until the date
  • In case of investment in a project which is a Basic Public Utilities beneficial to Thailand, there must be commercial income prior to the filing of an application. In case of investment in several similar projects which are Basic Public Utilities beneficial to Thailand, the commercial income shall not be less than 30 percent of the total project value prior to the filing of an application.
  • In case of investment in a project which is a Basic Public Utilities beneficial to foreign countries, it shall have the business operations under the management of most directors and Management in the same group for not less than 1 year consecutively prior to the filing of an application and shall have the operating results and commercial income for not less than 1 year prior to the filing of an application.
Totaling investment value ≥ THB 2,000 million and have the qualifications concerning operating results shall be as follows:
  • Investment in a project which is a Basic Public Utilities beneficial to Thailand
  • The company must have the operating results in accordance with the specified requirements and continuously until the date of approval for being listed securities
    1. shall have the business operations under the management of most directors and Management in the same group for not less than 1 year consecutively prior to the filing of an application
    2. shall have the operating results and commercial income for not less than 1 year prior to the filing of an application. 
 
 Project Characteristics
(any of the following conditions)
Having an investment in the project that generates a sound income in the future and having the characteristics in accordance with any of the following conditions:
  • Having been obtained a concession or permission to undertake the project from a government agency or state enterprise with a concession period or permission period of not less than 20 years and the remaining concession period or permission period of not less than 15 years from the date.
  • Having a product or service supply agreement with a government agency or state enterprise, and such agreement could generate a sound income in the future and has the remaining term of not less than 15 years
 
 Sources of fundHaving clear and sufficient sources of fund 
 Feasibility StudyShall establish feasibility analysis to describe probability of the infrastructure investment returns
  • Specify the period of Feasibility Study Not over 3 years. If over 3 years, the Financial Advisor’s opinion is required to ensure that the feasibility study of project is still the same as appeared in such documents. 
 
 Legal Due Diligence
For the company that operate the infrastructure projects overseas, the legal due diligence must be prepared to ensure legal stability
  • Specify the period of Legal Due Diligence Not over 1 years
 
 Technological FeasibilityIn case of an unprecedented technology project in Thailand, the company shall prepare Technological feasibility analysis to explain the possibility of the business.
  • Specify the period of Technological Feasibility Not over 1 years.
 
 Management
  • Committee and Management must hold qualifications accordingly;
    1. Not have any characteristics prohibited by The Capital Market Supervisory Board2/
    2. Committee and Management and control personnel must not have any characteristics prohibited by SET regulations that may affect an investor’s rights or an investor’s decision or a change of share price.
  • The Board of Director’s duties and responsibilities must be clearly defined as specified by The Capital Market Supervisory Board 2/
  • The person taking the highest responsibility in finance and accounting (Chief Financial Officer: CFO) and the person supervising accounting (Chief Accountant) have to meet the qualifications specified by SEC 2/.
  • The Chairman and the Chief Executive Officer or equivalent position in other names must not be the same person.
 
 Corporate governance and internal control
  • The audit committee's duties and responsibilities must be clearly defined as specified by The Capital Market Supervisory Board2/
  • Must demonstrate good corporate governance practice as specified by The Capital Market Supervisory Board2/ and have a qualified audit committee as specified by SET.
 
 Conflicts of interestMust have no existing or potential conflicts of interest as defined by The Capital Market Supervisory Board 2/. 
 Financial statements and auditors
  • Must ensure that financial statements have been prepared in accordance with The Capital Market Supervisory Board 2/ rules and regulations.
  • Must have an auditor approved by the SEC.
 
 Provident fundBy the date the listing application is filed, the applicant has established a provident fund. 
 RegistrarAppoint TSD or an approved registrar by SET 
 Silent Period
The silent period extends for three years after the trading date. Those who meet the criteria for strategic shareholders are not allowed to sell their shares totaling 55% of paid-up capital after the IPO. They are permitted to sell 20% of the locked-up shares after every six months. 
 Opportunity DayThe company must organize a meeting to present and clarify the information about business and performance to shareholders, investors and related persons at least 1 time within the first year after having been listed in order to allow them access to relevant information and opportunity of raising queries to the management of the listed company. 

Remark:
1/ Free Floats are non-strategic shareholders including
  • Board of director, management, and related person
  • Shareholders holding > 5% of paid-up capital and related person
  • Persons who has controlling power
2/ Notification of Capital Market Supervisory Board TorChor. 39/2559 on Application for and Approval of Offer for Sale of Newly Issued Shares (Codified). 

 
 QualificationsThe Stock Exchange of Thailand (SET)Market for Alternative Investment (mai) 
 Status of listing applicantMust be a public limited company or corporation established under special law. 
 Paid-up Capital
(After IPO)
≥ THB 100 million≥ THB 50 million 
 Financial condition and liquidity
  • Must have a minimum total shareholder equity of THB 800 million and total shareholder equity > 0 before apply the listing application.
  • Must be in a stable and healthy financial condition and have sufficient working capital.
  • Must have a minimum total shareholder equity of THB 100 million and total shareholder equity > 0 before apply the listing application.
  • Must be in a stable and healthy financial condition and have sufficient working capital.
 
 Distribution of minority shareholders or free float/1
(After IPO)
  • Issued shares in hands ≥ 1,000 shareholders
  • Issued shares in hands ≥ 300 shareholders
 
  
  • Shareholding Ratio /2
    • - Total shareholding ≥ 30% of paid-up capital, in case the paid-up capital is < Baht 300 million
    • - Total shareholding ≥ 25% of paid-up capital, in case the paid-up capital is ≥ Baht 300 million but < Baht 3,000 million
    • - Total shareholding ≥ 20% of paid-up capital, in case the paid-up capital is ≥ Baht 3,000 million
    • - Each shareholder must hold at least 1 trading unit in accordance with the rule
 
 Public offering
  • Must have been granted approval by the SEC (except for a company established under a special law).
  • Offered through an underwriter
  • Number of shares cumulatively offered for sale:
    • - Offer for sale ≥ 20% of paid-up capital, in case the paid-up capital is < Baht 300 million
    • - Offer for sale ≥ 15% of paid-up capital or value of the shares based on par value ≥ Baht 60 million, whichever is higher, in case the paid-up capital is ≥ Baht 300 million but < Baht 500 million.
    • - Offer for sale ≥ 10% of paid-up capital or value of the shares based on par value ≥ Baht 75 million, whichever is higher, in case the paid-up capital is ≥ Baht 500 million
 
 Investment in the Basic Public UtilitiesTotaling investment value ≥ THB 10,000 million and have the qualifications concerning operating results and continuously until the date
  • In case of investment in a project which is a Basic Public Utilities beneficial to Thailand, there must be commercial income prior to the filing of an application. In case of investment in several similar projects which are Basic Public Utilities beneficial to Thailand, the commercial income shall not be less than 30 percent of the total project value prior to the filing of an application.
  • In case of investment in a project which is a Basic Public Utilities beneficial to foreign countries, it shall have the business operations under the management of most directors and Management in the same group for not less than 1 year consecutively prior to the filing of an application and shall have the operating results and commercial income for not less than 1 year prior to the filing of an application.
Totaling investment value ≥ THB 2,000 million and have the qualifications concerning operating results shall be as follows:
  • Investment in a project which is a Basic Public Utilities beneficial to Thailand
  • The company must have the operating results in accordance with the specified requirements and continuously until the date of approval for being listed securities
    1. shall have the business operations under the management of most directors and Management in the same group for not less than 1 year consecutively prior to the filing of an application
    2. shall have the operating results and commercial income for not less than 1 year prior to the filing of an application. 
 
 Project Characteristics
(any of the following conditions)
Having an investment in the project that generates a sound income in the future and having the characteristics in accordance with any of the following conditions:
  • Having been obtained a concession or permission to undertake the project from a government agency or state enterprise with a concession period or permission period of not less than 20 years and the remaining concession period or permission period of not less than 15 years from the date.
  • Having a product or service supply agreement with a government agency or state enterprise, and such agreement could generate a sound income in the future and has the remaining term of not less than 15 years
 
 Sources of fundHaving clear and sufficient sources of fund 
 Feasibility StudyShall establish feasibility analysis to describe probability of the infrastructure investment returns
  • Specify the period of Feasibility Study Not over 3 years. If over 3 years, the Financial Advisor’s opinion is required to ensure that the feasibility study of project is still the same as appeared in such documents. 
 
 Legal Due Diligence
For the company that operate the infrastructure projects overseas, the legal due diligence must be prepared to ensure legal stability
  • Specify the period of Legal Due Diligence Not over 1 years
 
 Technological FeasibilityIn case of an unprecedented technology project in Thailand, the company shall prepare Technological feasibility analysis to explain the possibility of the business.
  • Specify the period of Technological Feasibility Not over 1 years.
 
 Management
  • Committee and Management must hold qualifications accordingly;
    1. Not have any characteristics prohibited by The Capital Market Supervisory Board 2/
    2. Committee and Management and control personnel must not have any characteristics prohibited by SET regulations that may affect an investor’s rights or an investor’s decision or a change of share price.
  • The Board of Director’s duties and responsibilities must be clearly defined as specified by The Capital Market Supervisory Board2/
  • The person taking the highest responsibility in finance and accounting (Chief Financial Officer: CFO) and the person supervising accounting (Chief Accountant) have to meet the qualifications specified by SEC2/.
  • The Chairman and the Chief Executive Officer or equivalent position in other names must not be the same person.
 
 Corporate governance and internal control
  • The audit committee's duties and responsibilities must be clearly defined as specified by The Capital Market Supervisory Board2/
  • Must demonstrate good corporate governance practice as specified by The Capital Market Supervisory Board2/ and have a qualified audit committee as specified by SET.
 
 Conflicts of interestMust have no existing or potential conflicts of interest as defined by The Capital Market Supervisory Board2/. 
 Financial statements and auditors
  • Must ensure that financial statements have been prepared in accordance with The Capital Market Supervisory Board2/ rules and regulations.
  • Must have an auditor approved by the SEC.
 
 Provident fundBy the date the listing application is filed, the applicant has established a provident fund. 
 RegistrarAppoint TSD or an approved registrar by SET 
 Silent Period
The silent period extends for three years after the trading date. Those who meet the criteria for strategic shareholders are not allowed to sell their shares totaling 55% of paid-up capital after the IPO. They are permitted to sell 20% of the locked-up shares after every six months. 
 Opportunity DayThe company must organize a meeting to present and clarify the information about business and performance to shareholders, investors and related persons at least 1 time within the first year after having been listed in order to allow them access to relevant information and opportunity of raising queries to the management of the listed company. 

Remark:
1/ Free Floats are non-strategic shareholders including
  • Board of director, management, and related person
  • Shareholders holding > 5% of paid-up capital and related person
  • Persons who has controlling power
2/ Notification of Capital Market Supervisory Board TorChor. 39/2559 on Application for and Approval of Offer for Sale of Newly Issued Shares (Codified). 

Listing procedure in the Stock Exchange of Thailand (SET) and the Market for Alternative Investment (mai)
ListingOperatingCompanyStep
ListingOperatingCompanyStep_m
Related Regulations
  • Notification of Capital Market Supervisory Board TorChor.39/2559: Application for and Approval of Offer for Sale of Newly Issued Shares (Codified)  
  • Notification of the Securities and Exchange Commission KorChor. 17/2551: Determination of Definitions in Notifications relating to Issuance and Offer for Sale of Securities 
  • Notification of Capital Market Supervisory Board TorNor.1/2554: Rules, Conditions and Procedures for Establishment and Management of Infrastructure Funds (Codified) 
Related Forms
  • Listing Applications and required documents   
  • The checklist and comparison of all listing criteria and the company’s share properties  
  • The documents that must upload via SETLink   
  • User Manual of DIPO : Preparation for top 10 and minority shareholders
  • Template-Major Shareholders and Free Float of IPO Stocks  
  • Method of dissemination of information concerning CFO and Chief Accountant of IPO 
  • FAQ Procedure for Listed Companies  tagname1