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                                                                                            (41)
                                    given the lock-up period under the SETûs listing rules,

                                    the private equity firm may not be able to make a clean
                                    exit right after the IPO.


                            3.4.3 Other Types of Exit Strategies


                                    Apart from trade sale and IPO, private equity firm may

                                    exit from the portfolio company by employing other

                                    strategies; for instance,


                                    (1)   secondary buyout - this strategy typically refers to
                                          an exit strategy whereby one private equity firm

                                          sells its investment to another, because it has

                                          realized satisfactory gains from the investment or

                                          the management of the portfolio company merely

                                          wishes to replace the private equity sponsor;


              (413)
                 Under Sections 48 and 49 of the SET Notification Re: Listing of Ordinary Shares or Preferred
                 Shares as Listed Securities 2015, the following persons (i.e. strategic investors) holding
                 shares in aggregate of 55% of the listed companyûs paid-up capital will be subject to the
                 lock-up period of one year after listing, during which they will be prohibited from selling
                 their shares after the completion of the IPO, as well as other securities which can be
                 converted into shares in proportion to the shares of those persons which are subject to
                 such lock-up period:
                 (1) persons taking part in the management; for example, directors, managers or the first
                     four persons in the management level below the manager, including related persons,
                     spouses, parents and children of the foregoing; and
                 (2) shareholders holding shares in the listed company in excess of 5% of the paid-up
                     capital, which shall be inclusive of shares held by its çrelated personsé, except in the
                     case where such shareholders are securities companies, life insurance companies,
                     mutual funds or provident funds, among others.
                 Nonetheless, after 6 months from the listing, the strategic investors are generally permitted
                 to sell a maximum of 25% of the locked-up shares.



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