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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 in accordance with SEC regulations. Qualifications of the fund and its units are as follows:
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 in accordance with SEC regulations. Qualifications of the fund and its units are as follows:
Trust unit refers to the trust certificate that bears entitlement of the holder in receiving benefits from trust as specified by SEC rules.
- Be fully paid
- Holding bearer’s name
- No restrictions on transferring the trust units, except the legal restrictions. Such restrictions must be stated in the trust deed.
- 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 minority unitholders holding unit in an aggregate number of no less than 20% of the number of each 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.
Disclosure rules
1. Periodic Information Disclosure
1.1) Information related to operating results and financial positions
| Required disclosure | Deadline* | Detail |
Annual financial statements (audited)
| Within 2 months Within 3 months | Required submission to SET:
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| Quarterly financial statements (reviewed) | Within 45 days | |
| Form 56-REIT | Within 3 months | |
| Annual reports | Within 4 months |
* From the end of each accounting period. If the deadline falls on a non-business day, it shall be postponed to the next business day.
1.2) Other important information
| Required disclosure/submission | Disclosure/submission deadline |
| 1) Disclosures to investors for informational purpose | |
| Asset values, net asset values and values of unit trusts | Within 45 days from the end of each quarter* |
| Summaries of Q&A with unitholders during two-way communication sessions | Within 14 days from the completion date of each two-way communication session* |
| Progress reports on pre-completion infrastructure projects under trusts’ investment | Every 6 months from the date of investment in such principal assets. The reports shall be disclosed within 30 days from the end of the 6-month period* |
| 2) Submission to SET for information | |
| Reports on the number of minority unitholders | Within 120 days from the end of accounting period |
| Notices of unitholder meetings or two-way communication sessions | Concurrent with the submission of the notices to the unitholders |
| Minutes of unitholder meetings | Within 14 days from the unitholder meetings |
* In accordance with the criteria prescribed under the SEC notifications
2. Material events disclosure
Examples of information to be disclosed:
| Required disclosure | Disclosure time frame |
| 2.1) Information related to trust operations or information potentially affecting trading prices of trust units, or investment decisions or benefits of unitholders | |
| Immediately |
| 2.2) Information not having direct impact but warranting disclosure to investors | |
| Within 3 working days |
| 2.3) Disclosure of book closing dates (BC) or record dates (RD) | |
| ≥ 14 days prior to BC or RD |
| ≥ 7 days prior to BC or RD previously disclosed |
Methods of information disclosure and submission
- Disclosure and submission of information in both Thai and English must be made via SETPortal.
- For material information requiring immediate disclosure, such disclosure must be made without delay on the event date or, at the latest, before the first trading session on the next business day.
Time interval for information disclosure via SETPortal
Delisting rules
Examples of grounds for possible delisting:
- Trust units or trust failing to meet any of the following requirements:
- Being fully paid-up
- Bearing holders’ names
- Having no restrictions on transfer of trust units
- Being SEC-authorized trusts
- Having SEC-approved trust managers
- Having SEC-authorized trustees
- Trusts demonstrate violation of or non-compliance with SET’s regulations which may severely affect the rights and benefits of investors, investor decisions, or trust unit price movement.
- Trusts disclose false information or omit disclosure of material information which may severely affect the rights and benefits of investors, investor decisions, or trust unit price movement.
- Trading in trust units has been suspended (SP designation) for more than 2 consecutive years due to trusts’ violation of or non-compliance with SET’s regulations.
- Auditor’s disclaimer of opinion on the annual financial statements for 3 consecutive years.
- Trusts dissolve on grounds prescribed under the SEC notifications or trust deeds
Related Regulations
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Forms
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