Distribution of Minority Shareholdings (Free Float)
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The shares distribution of minority shareholders or free float shares is important for company’s trading liquidity. It helps to facilitate the company’s shareholders and investors in trading securities with flexibility and appropriate price levels. Investing in the company’s shares will thus be attractive and lead to smooth fundraising through the capital market. Therefore, the SET has the free float as one of listing requirements as well as maintaining the listing status.
A listed company must have no less than 150 minority shareholders, who collectively hold no less than 15% of the company’s paid-up capital. The SET will consider a report on the distribution of strategic shareholders, which the company prepares from the shareholders list as of the record date (RD) or book closing date (BC) for attending the annual general meeting of shareholders (AGM).
Nevertheless, the SET has laid out measures for listed companies that do not meet the free float requirement. Additional annual fee will be collected from the listed company with incomplete free float, starting from the second year until the requirement has been fulfilled. Additional fee rate will depend on the duration and the distribution of shareholding which are not yet completed.
Minority shareholders (Free Float) means the shareholders who are not the strategic shareholders playing roles in managing the company.
Strategic Shareholders are:
2) Shareholder with more than 5% of paid-up capital The shareholding of persons related to the shareholder must also be included, except the securities companies, insurance companies, life insurance companies, mutual funds, provident funds, social security funds, retirement funds, or other funds approved by relevant law (in case there are representatives of these funds in the management, it will not be counted as a free float)
3) Controlling person refers to the person having an influence over policy-making, management, or the operation of the company significantly. Regardless of whether such an influence is acquired by shareholding or authorized by contract or any other means, the term includes with one of the following characteristics:
Relatives refer to the person having blood relation or registration under law:
Related persons refer to individuals or partnerships under Section 258 (1)-(7) of the SEC Act B.E. 2535:
|Reporting and submission||
|What to do when the company does not meet the free float requirement||
Schedule of additional fees
|What to do when the company’s free float adjustment has been completed||