Malaysia Update: Regulatory changes for ACE Market IPO

Bursa Malaysia Securities Berhad (“Bursa Securities”) has assumed the functions of prospectus review and registration in respect of ACE Market initial public offering (“IPO”) and listing from the Securities Commission Malaysia (“SC”) since 1 January 2022.

The following laws and guidelines have been amended to facilitate the migration of the said functions from the SC to Bursa Securities. The amendments come into force on 1 January 2022.

1.Capital Markets and Services Act 2007

The SC has amended Part III of Schedules 6 and 7 of the CMSA to enable Bursa Securities to assume the ACE Market prospectus review and registration functions.

2.ACE Market Listing Requirements (“AMLR”) 

• The key amendments to the AMLR include:  
• A Sponsor (together with the applicant and other key advisers) must consult Bursa Securities before submitting an application for admission to the ACE Market of Bursa Securities.
• The consultation is to be done after the necessary due diligence has been substantially completed.The prescribed documents or information (“pre-admission consultation pack”) must be submitted before the consultation and at least one month before the filing of the ACE Market listing application.
• An applicant must submit a new pre-admission consultation pack if a listing application has not been filed with Bursa Securities within three months from the date of submission of the pre-admission consultation pack.
• An applicant must file with Bursa Securities a new listing application if six months have lapsed from the date of filing of the listing application.
• In assessing an applicant’s suitability for listing, the Sponsor must consider, amongst others, whether the admission of the applicant to the ACE Market is detrimental to the investors’ interest.
• Independent market research report is optional for ACE Market listing application.
• Promoter and chief executive of an ACE Market applicant are responsible for disclosures made in a pre-admission consultation pack, listing application and prospectus, together with the applicant, its directors and Sponsor.
• A moratorium will be imposed on the sale, transfer or assignment of all shares held by a pre-IPO investor who is not a specified shareholder, for six months from the date of admission to the Official List if the investor has acquired the shares of the applicant (i) within 12 months from the date of submission of the listing application to Bursa Securities; and (ii) at a price lower than the issue price offered to the general public in conjunction with the IPO.

A “specified shareholder” refers to a controlling shareholder, a person connected to a controlling shareholder, and an executive director who is a substantial shareholder, of the applicant or listed corporation, or any other person as may be specified by Bursa Securities.

3.Prospectus Guidelines 

The amended Prospectus Guidelines state that the Prospectus Guidelines do not apply to an application for registration of an ACE Market prospectus, save where references to the Prospectus Guidelines are made in the AMLR.

The AMLR provides that the contents of a prospectus must include the information as set out in Chapters 1 to 14, Division 1 of Part II of the SC’s Prospectus Guidelines (Equity).

Comments 

It should be noted that an applicant must file with Bursa Securities a new listing application if six months have lapsed from the date of filing of the listing application. This means all enquiries from Bursa Securities at the submission stage must be addressed satisfactorily within the said six months or the applicant will have to file a new listing application. This is aimed at ensuring that issues or queries raised by Bursa Securities are addressed in a timely manner, and in turn enhancing the overall listing efficiency and certainty on the ACE Market.

By Wong Mei Ying, Tay & Partners, Malaysia, a Transatlantic Law International Affiliated Firm.

For further information or for any assistance please contact malaysia@transatlanticlaw.com

Disclaimer: Transatlantic Law International Limited is a UK registered limited liability company providing international business and legal solutions through its own resources and the expertise of over 105 affiliated independent law firms in over 95 countries worldwide. This article is for background information only and provided in the context of the applicable law when published and does not constitute legal advice and cannot be relied on as such for any matter. Legal advice may be provided subject to the retention of Transatlantic Law International Limited’s services and its governing terms and conditions of service. Transatlantic Law International Limited, based at 42 Brook Street, London W1K 5DB, United Kingdom, is registered with Companies House, Reg Nr. 361484, with its registered address at 83 Cambridge Street, London SW1V 4PS, United Kingdom