Disclosure

Determining the Date for Rights Entitlement

In case the listed company would like to grant shareholders’ rights such as the right to attend shareholders’ meeting, the right to receive dividends, or the right to receive ordinary shares from capital increase, it needs to know who are eligible and how many people are eligible. Company’s securities are traded and changed hands every day, the company thus has to determine the date on which the shareholders would be entitled with those rights.

Group 16589Types of the rights entitlement
Group 16589Types of the rights entitlement
Two types of the date on which the shareholders would be entitled with rights:
  1. Record Date (RD): A specified date where shareholder list is recorded, so as to entitle the rights to shareholders
  2. Book closing date: A specified date for book closing to collect the shareholder list, so as to entitle the rights to shareholders
How to set a record dateHow to set a book closing date
In line with Article 89/26 and Section 225 of the Public Companies ActIn line with Section 60 of the Public Companies Act
The book will be closed for a day. After that, the shareholders can do the share transfer.The book will be closed until the shareholders' meeting is completed. The shareholders will not be able to do any transfer during the period.
The listed company can host the shareholder meeting within two months after the record date. The company will have longer time to prepare the documents and send to shareholders to consider thoroughly before attending the meeting.The listed company is required to hold the shareholders' meeting within 21 days after the book closing date.
Group 16589Rights to be entitled to shareholders
Group 16589Rights to be entitled to shareholders
  • The listed company will notify the shareholders about the date for right entitlement or benefits e.g. attending the shareholders’ meeting, receiving dividends, subscribe the capital increase share, and subscribe convertible securities.
  • The trading system will have related sign posted on the securities to notify investors two business days following the book closing date. The following are examples of signs related the entitlement:
  • XM (Excluding Meeting): Buyers of securities will have no rights to attend the shareholders’ meeting
  • XD (Excluding Dividend): Buyers of securities will have no rights to receive dividends
  • XR (Excluding Right): Buyers of securities will have no rights to subscribe newly issued shares  
  • XW (Excluding Warrant): Buyers of securities will have no rights to receive warrants
  • XB (Excluding Other Benefits): Buyers of securities will have no rights to receive certain benefits offered to securities holders such as the pre-emptive right to buy securities of related companies.
  • To set a record date or book closing date, the company must notify the investors ≥ 14 days prior to that record date or book closing date.
Group 16589Information disclosure
Group 16589Information disclosure
  • The listed company must notify, via SETLink, about the board’s resolution on the rights entitlement date immediately, or prior to the first trading hours of the next business day at the latest.
  • Sample message for the record date: 
    “Announcement of ……. entitlement will be on …………... ”
  • Sample message for the book closing date:
    “The book closing date for ……… entitlement will be on ............. until the shareholders’ meeting ends.”
  • Any change about the right entitlement date must be announced via SETLink seven days ahead of the previous date. The new date must also be at least 14 days in advance from the announcement date via SETLink.
  • In the event that the entitlement date and shareholders’ meeting date are the same i.e. the date for dividend entitlement and meeting eligibility is the same, there should be a warning message in the letter to SET about the board’s resolution, and in the invitation letter to shareholders, saying that “The right entitlement is uncertain as it has not yet been approved from the shareholders’ meeting”.
  • In the event that the entitlement date is after the shareholders’ meeting date, it should be at least five business days after the meeting, so as to provide sufficient time for investors to consider before the entitlement signs such as XR, XD, and XW are posted. The company shall notify about the entitlement date on the day when board of directors has made a resolution to hold shareholders’ meeting.
  • Any entitlement date must be on SET’s business days

Specify the Record Date for right to attend shareholder’s meeting

Group 17359Inform Record Date ≥ 14 days in advance
Group 17359Inform Record Date ≥ 14 days in advance
Group 17360Excluding shareholder’rights date (X sign posting date) is 2 business days until Record Date
Group 17361Hold the meeting within 2 months from Record Date
Group 17361Hold the meeting within 2 months from Record Date
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Specify the date for shareholders’right as Record date

Group 17359Inform Record Date ≥ 14 days in advance
Group 17359Inform Record Date ≥ 14 days in advance
Group 17360Excluding shareholder’rights date (X sign posting date) is 2 business days before Book closing date
Group 17361Hold the meeting within 21 days from Book closing date
Group 17361Hold the meeting within 21 days from Book closing date
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When notifying a change in record date to entitle the rights to attend meeting

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When setting a record date for other rights entitlement after the shareholders’meeting

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The listed company can set a record date to entitle the shareholders with rights to attend the meeting, together with the rights to receive dividends. The company should provide a warning message in the letter to SET about the board resolution and in the invitation letter to shareholders, saying that “The entitlement is uncertain as it has not yet been approved from the shareholders’ meeting”.

A change in entitlement date announced earlier may affect the shareholders and investors. However, if necessary, the company can re-set the record date, but has to disseminate the information via SET Portal system seven days before the previous record date. The new record date should be no less than 14 days away from the day the change has been announced.

The listed company has to disseminate clear information, via SET Portal system, about the boards’ resolution regarding the dividend ratio, or the ratio and price for capital increse share subscription 14 days in advance of the rights entitlement date.

Record Date & Book Closing Date