Key takeaways
- An IPO and a sale to PE answer different questions. An IPO raises capital and creates a market for the shares. PE pays cash faster, but the investor takes part in management and expects a clear exit plan.
- In the example, under the IPO the owner receives net cash of THB 171m and holds shares worth THB 1,260m at the offer price. Under the PE sale, the owner receives net cash of THB 465.6m and keeps shares worth a further THB 720m.
- Listing criteria can change. Check the Stock Exchange's latest announcements before planning.
The company is consistently profitable, and the owner is starting to be asked whether to list or to sell shares to a fund. One side talks about reputation and valuation; the other talks about immediate cash and the experts who will come in to help. What owners often fail to ask themselves is: do I want the money to go into the company or into my own pocket, how many more years do I want to keep running the business, and can I live with quarterly disclosure?
The real difference
| Issue | IPO | Private Equity |
|---|---|---|
| Where the money goes | Mostly to the company; the portion from sales of existing shares is limited | To the company or the owner, as agreed |
| Share liquidity | Tradable once the lock-up ends | Low until the next exit |
| Control | Still controllable if the owner holds a large stake, but subject to the corporate governance framework | The investor has contractual rights even as a minority shareholder |
| Preparation time | Typically several years, including restructuring and preparing the financial statements | Shorter; depends on due diligence |
| Obligations after the deal | Ongoing disclosure; market rules | Investor reporting; exit plan within the fund's life |
| Price | Depends on market conditions on the offer day | Negotiated; includes a liquidity discount and protective terms |
SET and mai criteria to check first
This table is summarised from the Stock Exchange of Thailand's page on listing criteria for Thai companies, checked in November 2026. A Deloitte document states that one round of IPO criteria changes took effect on 1 January 2025, and the Exchange's criteria page refers to an additional 2026 circular revising the criteria. Check the full announcements and the effective date of each item with a financial adviser before relying on them.
| Key criteria | SET | mai |
|---|---|---|
| Paid-up capital after the offering | ≥ THB 100m | ≥ THB 50m |
| Equity | ≥ THB 800m | ≥ THB 100m |
| Combined net profit over 2–3 years | ≥ THB 125m | ≥ THB 40m |
| Net profit, latest year | ≥ THB 75m | ≥ THB 25m |
| Profitable operating track record | ≥ 3 years | ≥ 2 years |
| Retail shareholders | ≥ 1,000 holders | ≥ 300 holders |
There are also criteria on free float, the offering, restrictions on sales by major shareholders (silent period), and a market cap alternative for certain industries. For example, under the SET profit-based track, major shareholders must be locked up for 1 year, with 50% saleable after 6 months, and the locked-up shares must be not less than 30% of paid-up capital after the IPO.
Example: cash versus paper value
Hypothetical example The owner holds 100% of the company. Net profit is THB 120m; over the past three years it was 80, 100 and 120, totalling THB 300m. Equity before the IPO is THB 600m. Figures are in THB million.
| Item | IPO at a P/E of 15x | Sale of 40% of existing shares to PE |
|---|---|---|
| Total equity value in the deal | 1,800.0 | 1,200.0 |
| Shares offered | 20% new shares, 10% existing shares | 40% existing shares |
| Total cash from existing shares | 180.0 | 480.0 |
| Net cash to the owner (assumed costs of 5% and 3%) | 171.0 | 465.6 |
| Value of shares still held (70% and 60%) | 1,260.0 | 720.0 |
| Net cash to the company | 342.0 | 0.0 |
| Total owner value, before tax | 1,431.0 | 1,185.6 |
The IPO's total figure is higher, but the THB 1,260m is a value at the offer price, subject to a lock-up and moving with the market. PE provides 2.72 times more cash. Before deciding, the criteria must also be checked. Profit passes both SET and mai, but equity of THB 600m is below SET's THB 800m if counted before the capital increase, so the point at which equity is measured must be checked against the definition in the announcement.
For real estate businesses
A developer's revenue rises and falls with the year of transfer, so investors tend to look at backlog, land bank, debt-to-equity and RNAV alongside P/E. IPO planning must show continuity of projects. A business that holds rental properties or hotels may consider a REIT or trust as another route, separate from listing the company; these have their own criteria that must be checked separately.
Questions that help you decide
- Is the main goal money into the company or money to the owner?
- Does the business have matters it is not ready to disclose publicly?
- Can related-party transactions be cleaned up in time?
- Can the owner accept sharing decisions with an investor?
- Are profits sustainable enough for quarterly reporting?
Next steps
- Set the owner's exit goal and timeframe
- Compare the company with the latest SET and mai criteria
- Review the accounting system, the auditor and the group structure
- Model the cash and the remaining value under each option, after tax
- Consult an approved financial adviser when proceeding with an IPO
- Keep other options open, such as a trade sale or a refinancing to take capital back