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3.2 Regulatory Framework Regarding Financing

As discussed in Paragraph 2, the SPV typically provides financing

to the portfolio company in the form of equity, debt or hybrid
of debt and equity. In this Paragraph, we will further explore the

regulatory framework of each type of financing.

3.2.1 Equity Financing

Equity financing concerns fund raising through

acquisition of shares in the portfolio companies. This
Paragraph will focus on the regulatory considerations with

regard to equity financing in terms of the percentage of

shares to be acquired by the SPV and transaction
documents. In addition, it will address legal concerns in

the case where it is an acquisition of shares in an

SET-listed company.

3.2.1.1 Percentage of Shares to be Acquired by the

SPV

To determine the percentage of shares in the

portfolio company that the SPV should acquire

and/or subscribe for, private equity firm should

take into account not only the foreign

shareholding restrictions as discussed in
Paragraph 3.1, but also the shareholding

threshold that will enable it to have an

appropriate control over the management of
the portfolio company.

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