The Approval Process of Main Market IPOs in Malaysia

Transcription

1 he pproval Process of Main Market IPOs in Malaysia

2 cronyms and bbreviations ursa M IPO MII S tm tl tm+21 tm+2 tm+50 ursa Malaysia Securities erhad ompanies ommission of Malaysia Initial Public Offering Ministry of International rade and Industry Securities ommission Malaysia ay of submission of Main Market application ay of submission of Large apitalisation ompanies application wenty first day of Main Market application etween second day of Main Market application to fiftieth day of Main Market application 2

3 he pproval Process of Main Market IPOs in Malaysia pplicant appoints S-approved Principal dvisers dvisers are encouraged to have presubmission consultations with the S to discuss potential issues pertaining to the IPO application such as novel proposals, practical / implementation issues and regulatory issues. dviser consults the S on IPO application he S expects a full and complete submission complete with registrable prospectus from the dvisers in order for S to meet its timeline charter of 40 working days (for companies with large market capitalisation) and 60 working days (for main market applicants) for consideration of the IPO application. Incomplete submissions may cause delays in consideration of the application or can even cause the submissions to be returned. dvisers also make concurrent submissions to the relevant authorities (e.g. MII). dviser makes IPO application to the S tm tl 3

4 he pproval Process of Main Market IPOs in Malaysia he S reviews the IPO application based on the following broad areas. s part of the review, the S may expose the prospectus for a period of 15 working days with a view to obtaining feedback from the public: Review the proposal and disclosures in prospectus ssessment is made on the applicant s compliance with the quantitative and qualitative requirements of the Equity Guidelines. orporate governance/adverse records checks are made on the pplicant and its subsidiaries, promoters, directors and substantial shareholders of the pplicant. review is undertaken on the adequacy of disclosures in the prospectus Queries are sent to the dviser to seek further clarification on issues identified or to elicit further information. (ny delays in response may affect overall timelines) he S may conduct site visits to better understand the business of the pplicant. larification meetings with the dviser/pplicant may be held to discuss major issues. S reviews the IPO application tm+2 - tm+50 tl+2 - tl+30 ursa reviews the IPO application pplication can be made to ursa for Initial Listing (no more separate application for listing and quotation) at any time. ocuments required: - pplication form and supporting documents - opy of the registrable/ final prospectus - eclarations / undertaken by applicant & adviser Processing timeframe : 6 market days (from the date complete submission/ documentation received) Incomplete submissions may cause delays in consideration of the application 4

5 he pproval Process of Main Market IPOs in Malaysia S reviews the IPO application notation (ontinued) Property asset valuation review is undertaken on the adequacy of disclosures in the valuation certificate and the compliance of the valuation report with the sset Valuation Guidelines issued by the S. ompliance with the umiputera Equity Requirements Review is undertaken to assess compliance with the umiputera Equity Requirement for listed companies. In arriving at a decision: Relevant departments within the S provide inputs in relation to compliance with the relevant regulations and guidelines. he Recommendations ommittee, comprising senior management staff from different departments within the S, convenes for a challenge process to ensure thoroughness and consistency in the recommendation of the application to be tabled to the Issues ommittee. he Issues ommittee, comprising different members of the ommission, convenes to deliberate and decide on the IPO application. S makes decision on IPO application tm+51 tl+31 5

6 he pproval Process of Main Market IPOs in Malaysia he S issues decision letter to the dviser for approval under Section 212 of the MS and approval in principle for the registration of the prospectus under Section 232 of the MS. he dviser/pplicant has 6 months from the date of the S s decision letter to implement the listing proposal of the pplicant. Where approval is not granted, the S will conduct a post-decision meeting with the dviser/pplicant to convey and discuss the grounds for the decision. he dviser/pplicant has one month from the date of the S s decision letter to make an appeal. S informs dviser of S s decision tm+52 tl+32 pplicant confirms date of prospectus registration and updates documentation. Under the MS, it is an offence to authorise/ cause the issuance of a prospectus that contains any statement/ information that is false or misleading or from which there is material omission. dviser confirms registration of IPO prospectus tm+53 - tm+59 tl+33 - tl+39 6

7 he pproval Process of Main Market IPOs in Malaysia he S conducts final check on registrable IPO prospectus before registering the prospectus. Relevant departments conduct checks on compliance by dviser/pplicant on approval conditions. Once registered, the dviser/pplicant is required to lodge the prospectus with M. he prospectus is issued to prospective investors and the offer period is open for 5 market days. S registers the IPO prospectus tm+60 tl+40 pplicant announces IPO timetable dviser/ pplicant to announce IPO imetable pursuant to paragraph 8.1 of PN21, the following: - Opening & closing date of the offer period - alloting date - llotment date of the IPO - entative listing Listing of the securities by ursa takes place in 11 market days (minimum) from the issuance of the prospectus. Relevant S departments perform post-approval follow-up on the terms and conditions of approval and post-vetting on the prospectus. Listing by ursa tm+71 tl+51 On the day before listing, the dviser/ pplicant to announce pursuant to paragraph 8.2 of PN21, the following: - ctual date of listing - Enlarged issued & paid-up capital of the PL indicating the no. of shares and par value if any - Stock short name, stock code, ISIN code - Sector and market in which the new securities will be admitted 7

8 Registration of E Prospectuses with the S

9 cronyms and bbreviations ursa M IPO MII S ta ta+21 ta+2 ta+50 ursa Malaysia Securities erhad ompanies ommission of Malaysia Initial Public Offering Ministry of International rade and Industry Securities ommission Malaysia ay of submission of E application wenty first day of E application etween second day of submission from E application to fiftieth day of E application 9

10 Registration of E IPO Prospectuses with the S pplicant appoints Sapproved Sponsor Sponsor are encouraged to have presubmission consultations with ursa to discuss potential issues pertaining to the IPO application. dvisers may consult the S on matters such as novel proposals, practical / implementation issues and regulatory issues. dviser consults ursa on IPO application he registrable prospectus with accompanying documentation must be submitted in its complete form in order for the S to meet its timeline charter of 40 working days for review of the IPO prospectus. Incomplete submissions may cause delays in the review of the prospectus or can even cause the submission to be returned. Sponsors also make concurrent submissions to the relevant authorities (e.g. MII). Sponsor submits registrable IPO prospectus to the S ta 10

11 Registration of E IPO Prospectuses with the S he S reviews the IPO prospectus based on the following broad areas. s part of the review, the S may expose the prospectus for a period of 15 working days with a view to obtaining feedback from the public: Review the proposal and disclosures in prospectus orporate governance/adverse records checks are made on the pplicant and its subsidiaries, promoters, directors and substantial shareholders of the pplicant. review is undertaken on the adequacy of disclosures in the prospectus and compliance with the Prospectus Guidelines. Queries are sent to the Sponsor to seek further clarification on issues identified or to elicit further information. (ny delays in response may affect overall timelines) he S may conduct site visits to better understand the business of the pplicant. larification meetings with the Sponsor/pplicant may be held to discuss major issues. S reviews the IPO prospectus ta+2 - ta+30 ursa reviews the IPO application pplication can be made to ursa for Initial Listing (no more separate application for listing and quotation) at any time. ocuments required: - pplication form and supporting documents - opy of the registrable/ final prospectus - eclarations / undertaken by applicant & adviser Processing timeframe : 6 market days (from the date complete submission/ documentation received) Incomplete submissions may cause delays in consideration of the application 11

12 Registration of E IPO Prospectuses with the S S reviews the IPO application notation (ontinued) Property asset valuation review is undertaken on the adequacy of disclosures in the valuation certificate and the compliance of the valuation report with the sset Valuation Guidelines issued by the S. ompliance with the umiputera Equity Requirements Review is undertaken to assess compliance with the umiputera Equity Requirement for listed companies. In arriving at a decision: Relevant departments within the S provide inputs in relation to compliance with the relevant regulations and guidelines. Recommendations ommittee, comprising senior management staff from different departments within the S, convenes for a challenge process to ensure thoroughness and consistency in the recommendation of the application to be tabled to the Issues ommittee. he Issues ommittee, comprising different members of the ommission, convenes to deliberate and decide on the IPO prospectus registration. S makes decision on registration of IPO prospectus ta+31 12

13 Registration of E IPO Prospectuses with the S he S issues decision letter to the Sponsor for approval in principle for the registration of the prospectus under Section 232 of the MS. he Sponsor/pplicant has 6 months from the date of the S s decision letter to implement the listing proposal of the pplicant. In the case of a refusal to register the prospectus, the S will conduct a post-decision meeting with the Sponsor/pplicant to convey and discuss the grounds for its decision. he Sponsor/pplicant has one month from the date of the S s decision letter to make an appeal of the decision. S informs Sponsor of S s decision ta+32 pplicant confirms date of prospectus registration and updates documentation. Under the MS, it is an offence to authorise/ cause the issuance of a prospectus that contains any statement/ information that is false or misleading or from which there is material omission. Sponsor confirms registration of IPO prospectus ta+33 - ta+39 13

14 Registration of E IPO Prospectuses with the S he S conducts final check on registrable IPO prospectus before registering the prospectus. Relevant departments conduct checks on compliance by Sponsor/pplicant on approval conditions. Once registered, the Sponsor/pplicant is required to lodge the prospectus with M. he prospectus is issued to prospective investors and the offer period is open for 5 market days. S registers the IPO prospectus ta+40 pplicant announces IPO timetable dviser/ pplicant to announce IPO imetable pursuant to paragraph 8.1 of PN21, the following: - Opening & closing date of the offer period - alloting date - llotment date of the IPO - entative listing Listing of the securities by ursa takes place in 11 market days (minimum) from the issuance of the prospectus. Relevant S departments perform post-approval follow-up on the terms and conditions of approval and post-vetting on the prospectus. Listing by ursa ta+51 On the day before listing, the dviser/ pplicant to announce pursuant to paragraph 8.2 of PN21, the following: - ctual date of listing - Enlarged issued & paid-up capital of the PL indicating the no. of shares and par value if any - Stock short name, stock code, ISIN code - Sector and market in which the new securities will be admitted 14