BOT says Gulf’s KBank stake is still below 10% under its rules, no approval required yet

The Bank of Thailand (BOT) has clarified that Gulf Development Plc (GULF) is still considered to hold less than 10% of Kasikornbank (KBank) under the central bank’s calculation method, despite Gulf reporting a 10.03% stake to Thailand’s Securities and Exchange Commission (SEC).

Wipawin Promboon, Assistant Governor of the Financial Institutions Policy Group at the BOT, said the difference stems from how shareholdings are calculated under SEC rules versus BOT supervisory criteria.

Under the SEC’s methodology, treasury shares—shares that KBank has issued, sold, and later repurchased—are deducted from the calculation base. By contrast, the BOT calculates the threshold using the total number of issued and sold shares. On that basis, Gulf’s holding in KBank remains below 10% under BOT rules.

Wipawin added that Gulf has already reported its KBank shareholding to the BOT since it first reached 5% of total issued and sold shares.

Under the Financial Institution Business Act, any shareholding in a financial institution exceeding 10% of total issued and sold shares requires prior approval from the BOT, to prevent any party from gaining undue control over a financial institution.

The BOT’s rules allow ownership above 10% only in specific circumstances, such as where it is necessary to strengthen the stability or capability of the financial institution, maintain overall financial system stability, or where a state agency holds shares as a general investment for returns.

Meanwhile, GULF said the SEC’s method for calculating voting rights is based on the total after deducting treasury shares still outstanding as of the end of January 2026, which pushed its holding above the 10% threshold of total voting rights. However, the Bank of Thailand’s rules use a different calculation method, which does not deduct treasury shares from the total number of issued and sold shares.

Under the Bank of Thailand’s calculation, GULF’s shareholding still does not exceed 10% of the total issued and sold shares of the financial institution, and therefore does not yet fall under the requirement to seek approval from the BOT under Bank of Thailand Notification No. 41/2025, which clearly sets out the rules for holding more than 10% in a financial institution.