Thai Beverage Public Company Limited: SGX Approves Continued Use of Market Capitalisation for Materiality Thresholds in FY2026

Key Highlights

• SGX Approval Secured: Thai Beverage Public Company Limited (“THBEV”) has received approval from the Singapore Exchange Securities Trading Limited (“SGX-ST”) to continue using market capitalisation as the basis for computing materiality thresholds for interested person transactions in the financial year ending 30 September 2026 (FY2026).
• Materiality Thresholds for Related Party Transactions: This ruling relates to the application of Rules 905 and 906 of the SGX-ST Listing Manual, which govern the disclosure and approval of interested person transactions, a key concern for shareholders monitoring corporate governance and potential related party risks.
• Low Net Tangible Assets: The Group’s consolidated audited net tangible assets (“NTA”) remain significantly low at approximately S\$0.48 billion, compared to a robust market capitalisation of around S\$11.68 billion as at 30 September 2025. This huge gap underscores why market capitalisation is deemed a more meaningful reference for these computations.
• Methodology for Market Capitalisation: Market cap for FY2026 will be calculated based on the average daily market capitalisation during the last month of the immediately preceding financial year. This is derived by multiplying the total number of shares (excluding treasury shares) by the volume weighted average price (VWAP) of the shares traded on SGX-ST for each trading day in that month.

Details Investors Should Note

• Governance and Transparency: The use of market capitalisation instead of NTA as a benchmark for materiality thresholds is significant for shareholders. It means that future interested party transactions will be evaluated against a much larger base, potentially reducing the number of transactions that trigger mandatory disclosures or shareholder approvals. This could have a direct impact on transparency and the perception of corporate governance practices within THBEV.
• Potential Impact on Share Value: As the materiality threshold for disclosure is set higher due to the use of market capitalisation, fewer transactions may be considered ‘material’ under SGX rules. This can affect investor confidence regarding oversight of related party dealings. Conversely, the move signals strong market capitalisation and investor confidence in THBEV, which could be viewed positively.
• Market Cap Benchmark: The reference market cap of S\$11.68 billion is substantial, reflecting THBEV’s strong standing in the market, which may provide comfort to investors regarding the company’s financial health despite low net tangible assets.
• SGX Endorsement: The fact that the SGX-ST has no objection to this approach signals regulatory confidence in THBEV’s governance and reporting standards. However, investors should remain vigilant and monitor future disclosures, especially around interested person transactions, to ensure continued transparency.

What Does This Mean for Shareholders?

This announcement is potentially price sensitive as it relates to the mechanism for disclosing and approving related party transactions over the next financial year. By setting a higher threshold for what constitutes a ‘material’ transaction, THBEV may face fewer public and shareholder scrutiny events unless transactions are exceedingly large. This could influence investor sentiment depending on their risk appetite regarding corporate governance. The confirmation from SGX-ST also reflects a degree of regulatory trust, which could be interpreted as a positive for the share price.

Conclusion

Shareholders should be aware of the implications of this change in threshold computation. While it signals strong market capitalisation and regulatory confidence in THBEV, it also means more substantial transactions may occur without triggering disclosures or approvals that would have been required under an NTA-based threshold. Investors are advised to continue monitoring THBEV’s announcements for any significant interested person transactions and assess how these changes align with their expectations for corporate governance and risk management.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are urged to conduct their own research and consult with their financial advisors before making any investment decisions. The author and publisher are not responsible for any losses incurred based on the information provided herein.

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