On 22 May 2021, SPV77 Co. Ltd., a special purpose entity set up to issue and offer Siri Hub Investment Digital Tokens (“SIRIHUB”) to investors secured approval from the Securities and Exchange Commission (“SEC”) for the country’s first Initial Coin Offering (“ICO”). The first ICO approval by the SEC follows three years of legal changes starting with the passage of the Emergency Decree on Digital Asset Business Operation B.E. 2561 (2018). The feasibility of an ICO was finally realized after amendment to the Securities and Exchange Act earlier this year effectively giving the SEC oversight over asset backed tokenization using blockchain technology. The ICO is expected to raise THB 2.4 billion with issuance of 240 million real estate backed tokens with a four year maturity offered to the public at THB 10 each. The tokens will be offered in two tranches and expected to be traded through ERX Thailand, a well-known and established digital asset and token trading platform that excludes cryptocurrencies. SPV77 is planning to use the ICO’s first tranche of THB 1.568 billion raised to invest in revenue sales and transfer agreements (“RSTAs”) owned by Siripat Four Co., Ltd., while the second tranche of THB 832 million is intended to acquire a 100% stake in Siripat Four. Siripat Four (40% of which is held by major Thai property developer the Sansiri Group) owns the rights to Siri Campus office buildings, the underlying assets used to back the SIRIHUB tokens. After the ICO, all shares of Siripat Four are slated to be transferred to MFC Asset Management Public Company Limited, the potential trustee, to protect investors’ rights. Siripat Four, the property owner and current lessor of Sansiri Campus, is to receive funds from the ICO to repay loans. The white paper filed with the SEC does not specify the portion Sansiri is investing in this token project. If the ICO goes according to plan, it is likely that more such ICOs involving real estate backed digital tokens will ensue as an alternative means of fundraising for real estate developers in Thailand.
This ICO represents the opening salvo in efforts by the SEC to pave the way towards further digitalization and modernization of traditional stock, bond and securities based trading platforms. This provides welcome state backed legitimacy to real estate or other asset backed digital tokens and the trading thereof while encouraging more public participation in a previously forbidden seeming economic sphere now that the high barriers to entry are gradually being removed.
The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.
Deputy Head of Regional Real Estate Practice, Senior Legal Adviser