ASEAN Disclosure Standards Scheme for Securities Offerings

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1 ASEAN Disclosure Standards Scheme for Securities Offerings Introduction The securities regulators in Malaysia, Singapore and Thailand on 1 announced the implementation of the ASEAN Disclosure Standards Scheme ( Scheme ) for multijurisdiction offerings of equity and plain debt securities in the Association of South-East Asian Nations ( ASEAN ). The Scheme aims to facilitate cross-border offerings of securities within the ASEAN region by harmonising disclosure requirements and to enhance the investment opportunities within the ASEAN capital markets. Under the Scheme, issuers offering equity and plain debt securities in more than one of the above three countries will only need to comply with one single set of disclosure standards for prospectuses, known as the ASEAN Disclosure Standards. ASEAN Disclosure Standards The ASEAN Disclosure Standards are a set of common disclosure standards for prospectuses used in offers of shares and plain debt securities. They are based on standards on crossborder offerings set by the International Organization of Securities Commissions ( IOSCO ). Under the Scheme, an issuer wishing to make multi-jurisdiction offerings would only need to provide a single set of disclosure documents which comply with the ASEAN Disclosure Standards to investors in each of the participating jurisdictions. This is expected to bring about greater efficiency and cost savings. The Scheme will apply to offers of shares and plain debt securities only. It will not apply to (i) options, warrants or any other rights or interests in shares or debt securities, or (ii) debt securities that are not plain debt securities. The Scheme replaces an earlier scheme known as the ASEAN and Plus Standards Scheme that was announced on 12 June Under the previous scheme, issuers preparing prospectuses for a multi-jurisdiction offer had to comply with a set of common disclosure standards, as well as additional requirements (known as the Plus Standards) prescribed by 1 Rajah & Tann LLP

2 each of the respective jurisdictions. The benefit of the current Scheme over the previous one is the advantage of having one single set of fully-harmonized disclosure standards, instead of having to comply with additional Plus Standards for each jurisdiction. Implementation of the Scheme is on an opt-in basis for ASEAN member states. Singapore In Singapore, the Monetary Authority of Singapore has announced that the Scheme has been implemented via the Securities and Futures (Offers of Investments) (Shares and Debentures) (Amendment No. 2) Regulations 2013 ( Amendment Regulations ), which came into effect on 2. The Amendment Regulations incorporate the ASEAN Disclosure Standards into the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 by reference. A Singapore issuer making an offering of shares or plain debt securities in Singapore may accordingly take advantage of the Scheme by preparing a prospectus complying with the ASEAN Disclosure Standards, which can be used in other ASEAN jurisdictions which have implemented the Scheme (currently Malaysia and Thailand). Prior to these changes, Singapore s Plus Standards were set out in the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 under the Seventeenth and Eighteenth Schedules. Malaysia In Malaysia, the Scheme has been incorporated into the Prospectus Guidelines, which took effect from 28 December 2012 and were updated on 1 ( Updated Prospectus Guidelines 2012 ). The Updated Prospectus Guidelines 2012 replaced the previous Prospectus Guidelines (effective from 3 August 2009 to 27 December 2012), which conformed to the ASEAN Standards and incorporated the additional standards required by the Securities Commission Malaysia, which were deemed as the Malaysian Plus Standards Scheme. Under the Updated Prospectus Guidelines 2012, the ASEAN Equity Disclosure Standards and the ASEAN Debt Disclosure Standards may be found in the new Division 1A and Division 2A respectively. An issuer who wishes to undertake an ASEAN-based cross-border offering of securities and plain debt securities should adhere to the disclosure requirements in Division 1A and Division 2A respectively. The disclosure standards applicable for offerings made only in Malaysia are contained in the remaining Divisions of the Updated Prospectus Guidelines Rajah & Tann LLP

3 Although the Malaysian Plus Standards are no longer in effect, most of the requirements under the Malaysian Plus Standards have also been incorporated in the ASEAN Equity Disclosure Standards and the ASEAN Debt Disclosure Standards. Thailand In Thailand, the relevant organization in charge of implementing the Scheme is the Capital Market Supervisory Board ( CMSB ), which is a part of the Securities and Exchange Commission of Thailand. In March 2013, the CMSB issued two notifications to cancel the previous disclosure standards (the Plus Standards) and to implement the new standards in line with the Scheme. These are: (i) Registration Statement for the Issuing and Offering of Securities by Foreign Entities and (ii) Registration Statement and Draft Prospectus for Issuing and Offering of Plain Debt Securities in Thailand. Comments and Observations An issuer may take advantage of the Scheme to prepare a prospectus based on the ASEAN Disclosure Standards, for offerings of shares or plain debt securities in ASEAN jurisdictions which have adopted the Scheme. Issuers will still have to comply with the laws of each jurisdiction where the offering is made, such as the respective prospectus registration procedures of each jurisdiction. The implementation of the Scheme is one of the capital markets initiatives undertaken by the ASEAN Capital Markets Forum to promote the development of an integrated market to achieve the goals of the ASEAN Economic Community Blueprint 2015 to form an integrated ASEAN market by With the Scheme in place, companies will be encouraged to offer securities across ASEAN, thereby facilitating fundraising activities within ASEAN and promoting ASEAN as an integrated capital market for fundraising. References Please click on the links to refer to the full text of the ASEAN Disclosure Standards. 1. ASEAN Equity Securities Disclosure Standards 2. ASEAN Debt Securities Disclosure Standards 3 Rajah & Tann LLP

4 Our firm Rajah & Tann LLP is the largest law firm in Singapore and Southeast Asia. The firm is committed to the provision of high quality legal services. It places strong emphasis on promptness, accessibility and reliability in dealing with clients. It also strives towards a practical yet creative approach in dealing with business and commercial problems. Across our regional practices, many of our lawyers are qualified and/or have practised in the relevant jurisdictions. Long experience and wide exposure ensure our teams have in-depth knowledge and understanding of local commercial and cultural issues enabling us to provide clients throughout Asia with quality advice. If you have any questions regarding this update, please contact: Chia Kim Huat (Singapore) at , Evelyn Wee (Singapore) at , Howard Cheam (Singapore) at , Yon See Ting (Malaysia) at or Teoh Sui Lin (Thailand) at Rajah & Tann LLP

5 Contacts Chia Kim Huat D (65) F (65) kim.huat.chia@rajahtann.com Evelyn Wee D (65) F (65) evelyn.wee@rajahtann.com Howard Cheam D (65) F (65) howard.cheam@rajahtann.com Yon See Ting D (603) F (603) see.ting.yon@kcplegal.com Teoh Sui Lin Director D (66) F (66) sui.lin.teoh@rajahtann.com Please feel free to also contact the Knowledge and Risk Management Group at eoasis@rajahtann.com Rajah & Tann LLP is the largest law firm in Singapore and Southeast Asia, with regional offices in China, Lao PDR, Vietnam, Thailand, Cambodia and Myanmar, as well as associate and affiliate offices in Malaysia, Indonesia and the Middle East. Our Asian network also includes regional desks focused on Japan and South Asia. As the Singapore member firm of the Lex Mundi Network, we are able to offer access to excellent legal expertise in more than 100 countries. Rajah & Tann LLP is firmly committed to the provision of high quality legal services. It places strong emphasis on promptness, accessibility and reliability in dealing with clients. At the same time, the firm strives towards a practical yet creative approach in dealing with business and commercial problems. The contents of this Update are owned by Rajah & Tann LLP and subject to copyright protection under the laws of Singapore and, through international treaties, other countries. No part of this Update may be reproduced, licensed, sold, published, transmitted, modified, adapted, publicly displayed, broadcast (including storage in any medium by electronic means whether or not transiently for any purpose save as permitted herein) without the prior written permission of Rajah & Tann LLP. Please note also that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice for any particular course of action as such information may not suit your specific business and operational requirements. It is to your advantage to seek legal advice for your specific situation. In this regard, you may call the lawyer you normally deal with in Rajah & Tann LLP or the Knowledge & Risk Management Group at eoasis@rajahtann.com. 5 Rajah & Tann LLP