Prospectus requirements for companies seeking admission to Bursa Malaysia
The prospectus must be registered with the Securities Commission (SC). A copy of the prospectus must also be lodged with the Registrar of Companies. However, registration does not in any way imply that the prospectus has complied with the requirements of the SC or the Securities Commission Act 1993.
Application for registration of the prospectus with the SC should be made in writing, accompanied by:
1. original letters of consent from persons whose statements are included or based upon in the prospectus (other than official statements)
2. original contracts referred to as “material contracts” in the prospectus (and in the case of contracts not made in writing, a memorandum giving full particulars thereof verified in the manner acceptable by the SC), and
3. such other information or documents as may be required by the SC.
The SC has the discretion to refuse registration of a prospectus.
The registered prospectus forms one of the supporting documents for the company’s listing application to be submitted to Bursa Securities (see para 3.07, App 3A Part B). In early May 2009 SC issued amendments to the Prospectus Guidelines to align its standards with the proposed ASEAN Disclosure Standards. This facilitates cross border listing at ASEAN bourses.
Confirmation of registration
After the submission, the registrable prospectus will then be exposed on the SC website to allow the public to view and provide any comments on the information disclosed in the prospectus (Prospectus Exposure), effectively bringing the Prospectus
Exposure period to the front of the listing process. Subsequent to receipt of the SC’s approval in principle for registration of the prospectus, the Adviser must provide the SC with a confirmation of registration to enable the prospectus to be registered.
Advisers are required to provide the SC with a confirmation of registration at least 7 market days prior to the intended date of registration. This is to allow for the actual date of registration to be confirmed and updated documents, if any, to be submitted.
Registration of prospectus is not automatic. Advisers are required to provide the SC with a confirmation of registration at least 7 market days prior to the intended date of registration. This is to allow for the actual date of registration to be confirmed and updated documents, if any, to be submitted.
The prospectus has to be legible and in a type size not less than 8-point Times. All pages in the prospectus must be numbered and blank pages must contain words stating that they are intentionally left blank. The draft supplementary prospectus must be submitted in its final/complete form in triplicate to the SC together with a compliance schedule.
To register the prospectus, the following are some of the documents that must be submitted with the prospectus:
1. an application for registration of the supplementary prospectus.
2. any fees payable for registration.
3. Directors’ Responsibility Statement for the supplementary prospectus.
4. if the Directors’ Responsibility Statement for the supplementary prospectus is signed by an agent or alternate director, there shall be clear reference made to the responsibility statement of such fact.
5. original written authorisations by directors appointing any agents to sign the supplementary prospectus on their behalf.
6. original copies of all letters of consent, e.g., experts’ consents. The consent letter is to be dated close to the date of registration and issue of the prospectus.
7. copy of letter of approval from any other relevant authorities.
8. certified copies of all material contracts disclosed in the supplementary prospectus, and in the case of contracts not reduced into writing, a memorandum which gives full particulars of the contracts.
9. a copy of the application form.
10. an additional copy of the supplementary prospectus for lodgement with the Registrar of Companies.
11. letter of confirmation from the adviser that the registrable copy of the supplementary prospectus has incorporated all changes as required.
12. letter of confirmation from the adviser that the printed copy of the supplementary prospectus will be the same as the registrable copy of the supplementary prospectus registered with the SC.
13. letter of confirmation from the adviser that the electronic copy of the supplementary prospectus will be the same as the registrable copy of the supplementary prospectus registered with the SC.
14. letter of confirmation from both the adviser and the board of directors of the corporation in respect of the translation of the supplementary prospectus (where applicable).
15. a soft copy of the registrable supplementary prospectus in PDF format.
16. a copy of the advertisement of the supplementary prospectus published in respect of the supplementary prospectus and written notice to the applicants; and
17. any other relevant or new documents which are the subject matter of the supplementary prospectus.
Where a notice/advertisement is published in respect of a supplementary prospectus, the notice shall state:
1. that the supplementary prospectus has been registered
2. the date of the supplementary prospectus
3. the place where a copy of the supplementary prospectus can be obtained, and
4. that any issue of securities to which the prospectus relates will only be made on receipt of a form of application referred to in and accompanying a copy of the prospectus.
The notice or advertisement shall be published in a widely circulated “Bahasa Malaysia” newspaper and English newspaper, where relevant. In addition, the written notice together with the supplementary prospectus shall be sent to each applicant.
A working programme
There are many professionals involved in the exercise of listing a corporation, the content and issuance of prospectus. Therefore it is advisable that a working meeting should be called to allocate the various tasks and to establish some programme of work and a timetable for its completion.
Although it is not possible to suggest a universal timetable suitable for all occasions, actual experience in this field it is necessary to estimate a realistic time schedule for a particular case.
The professionals involved in making a prospectus operational are:
1. the company
3. brokers to the issue
4. the company’s auditors
5. investigating accountants
6. trustee for the debenture holders
7. the company’s solicitors
8. solicitors for the underwriters
9. solicitors for the trustee for debenture holders
11. stock exchanges
12. postal authorities
13. the press
14. the Securities Commission
In preparation of the prospectus time-line and task assignment, the following monitoring checklist and timeline need to be considered:
1. approval of the company’s own board, the underwriter and the trustee for debenture holders
2. consent from brokers, solicitors, bankers and auditors, for their names appearing
3. consent from auditors for their statement appearing in prospectus
4. consent of experts for opinions appearing in prospectus
5. approval of stock exchanges and the SC
6. bulk printing
8. circulation through post and other outlets
For any revision to the registrable prospectus including the incorporation of comments received from prospectus exposure, the following are to be provided to the SC:
1. Soft copy of the revised and final and complete form of the registrable prospectus in PDF format;
2. letter of compliance from the principal adviser stating that the due diligence working group is aware of all comments raised and that the Group has seen and confirmed the revisions made to the registrable prospectus; and
3. Letter of confirmation (updated) from the principal adviser that the electronic copy of the prospectus is the same as the registrable prospectus registered with the SC.