Malaysia - Amendments to Main Market Listing Requirements (“MMLR”) And Ace Market Listing Requirements (“ACE LR”).
Legal News & Analysis - Asia Pacific - Malaysia - Corporate/M&A
5 June, 2019
Bursa Malaysia Securities Berhad (“Bursa”) recently introduced amendments to the MMLR and ACE LR in relation to continuing disclosure obligations and other amendments, which will be effective from 3 June 2019 onwards.
In this review, Bursa has enhanced the MMLR in the area of continuing disclosure obligations, primarily on disclosures in announcements and circulars for transactions, as well as simplified the requirements relating to corporate disclosure policies. Apart from this, Bursa has also liberalised requirements which pose insignificant risks to shareholders, where appropriate.
The key amendments to the MMLR and the Ace LR are as below:
1. Ensuring transaction circulars and announcements are coherent, relevant and easy to understand by:
- Enhancing presentation of announcements and circulars relating to transactions to improve readability by rearranging and clustering prescribed information under key areas of transactions; and
- Enhancing the contents of announcements and circulars relating to transactions to codify existing practices, ensure consistency in requirements, and continue to provide shareholders with key information.
2. Promoting clear, relevant and practical requirements relating to corporate disclosure policies and other disclosure requirements by:
- Simplifying the requirements on corporate disclosure policies; and
- Deleting certain immediate announcement requirements under paragraph 9.19 of the MMLR and Ace LR as such requirements are already prescribed in Chapter 10 or 13 of the respective documents.
3. Promoting balanced regulation by easing regulatory compliance through liberalisations, which includes:
- Disapplying the restrictions to vary the tenure of convertible securities and change the number of shares received or pricing mechanism due to the exercise or conversion of the convertible securities to debt securities; and
- Only requiring immediate announcement of material reorganisation of the group structure and acquisition or disposal of a subsidiary which triggers the relevant percentage ratio for announcement of a transaction.
4. Addressing gaps to safeguard shareholder interest, which includes:
- As part of the periodic disclosure obligations, if a listed corporation extends its financial year end to beyond 18 months from the last financial year end, Bursa may require an interim audited financial statements for the 18-month period or such period as Bursa may deem fit to be issued; and
- Requirement for shareholder approval to be sought for a material change in the utilisation of proceeds raised from IPO or new issue of securities as part of the listed corporation continuing listing obligations.
For further information, please contact:
Putri Noor Shariza Noordin, Partner, Shearn Delamore & Co