Bursa Malaysia Bhd. · MYX:BURSA
Bursa Malaysia Bhd — Investor Presentation (July 2009)
34 slides from Bursa Malaysia Bhd's investor presentation, Jul 6, 2009
Slide 1: Briefing on Key Changes of the Listing Requirements
BRIEFING ON KEY CHANGES OF THE LISTING REQUIREMENTS Inderjit Singh Head, Listing Division Regulation Bursa Malaysia Berhad 18 June & 6 July 2009 1
Slide 2: Agenda
¾ Regulatory Framework ¾ Key Changes in Listing Requirements New issue of securities Shareholding spread Requirement on website Delay in submission of financial reports Circulars Transaction Valuation Trading halt & request for suspension Dealings in securities ¾ Highlights of tran
Slide 3: Regulatory Framework
& BURSA VALAYS, EI REGULATORY FRAMEWORK
Slide 4: Streamlining of Bursa and SC Roles & Responsibilities
Streamlining of Bursa and SC Roles & Responsibilities Section 212 of CMSA ¾IPO ¾Acquisition resulting in RTO/BDL ¾Secondary/ cross listings ¾Transfer from ACE Market Section 232 & 237 of CMSA ¾Registration of prospectus for IPO, Public Offerings and Rights Issue ¾ Secondary offerings ( Rights Issue,
Slide 5: Key Changes in Main Market LR
KEY CHANGES IN MAIN MARKET LR 5
Slide 6: New Fund Raising Framework
New Fund Raising Framework All relevant requirements relating secondary issuance as stipulated in the SC’s Guidelines on the Offering of Equity and Equity-Linked Securities are now incorporated in the Main LR Listing Application Bursa may: 1. approve application subject to conditions 2. engage liste
Slide 7: New Issues of Securities Enhanced Disclosure
New Issues of Securities Enhanced Disclosure • Proceeds raised from previous mandate & details and status of utilisation (negative statement where applicable) • Purpose and details of utilisation of proceeds for current general mandate sought • Justification for new issuance of securities • Descript
Slide 8: Shareholding Spread
Shareholding Spread Compliance with “public spread” requirement by artificial means is prohibited. “public” includes directors of listed issuers’ associated co. 8
Slide 9: Requirements for Website
Requirements for Website Announcements Announcements Contents Contentsof of Contact Contactdetails detailsof of Website Website designated designatedpersons persons Current Current&&informative informative etc. etc. 9
Slide 10: Delay in submission of Financial Reports
Delay in submission of Financial Reports Immediate announcement to Bursa if ≥ 3 MD before becomes aware that PLC will not be due date able to submit by the due date Suspension will be effected on the 5 MD after due next day after the expiry of 5 MD of date the due date for submission Bursa sha
Slide 11: Circulars
Circulars must comply with: the minimum disclosure as prescribed in the LR; and such other information having regards to the particular nature of the transaction to enable shareholders to make informed decision at general meeting limited review & full review circular must be issued immediate
Slide 12: Transaction
Transaction Requirement for transaction which is ≥ 15% but <25% is removed 12
Slide 13: Transaction – Enhanced Disclosure
Transaction – Enhanced Disclosure Circular ¾ Profit Guarantee (“PG”):- PLC’s rights of recourse; whether PG is realistic ¾ Timetable for completion of transaction ¾ Conflict of interest disclosure enhanced:- Nature & extent of conflict Parties to conflict Measures taken for resolving, elim
Slide 14: Transaction- Enhanced Disclosure
Transaction- Enhanced Disclosure Announcement: Audit Committee’s (AC) statement setting out the following: ¾AC’s view whether:- (i) in the best interest of the listed issuer; (ii) fair, reasonable and on normal commercial terms; and (iii) not detrimental to the interest of the minority shareholders,
Slide 15: Transaction - Enhanced Disclosure
Transaction - Enhanced Disclosure Enhanced Disclosure Announcement ¾ Deviation of 10% or more between estimated and actual RRPT value and reasons for such deviation Circular ¾ The actual value transacted of each RRPT ¾ The estimated value of each RRPT as disclosed in the preceding year’s circular; ¾
Slide 16: RRPT - Enhanced Disclosure
RRPT - Enhanced Disclosure Announcement Disclosure Date Cumulative % of deviation Announcement ? Value of since prev. Transaction * ann. Based on (RM’000) mandated amount 30-Apr-09 (AGM) 1,500 - - 31-Aug-09 1,680 12% Yes 30-Sep-09 1,800 8% No 30-Oct-09 1950 18% Yes * period should be from previous A
Slide 17: Transaction: Percentage Ratio
Transaction Percentage Ratio 17
Slide 18: Transaction
& BURSA MALAYSIA Transaction RTO/ BDL proposal and : review disclosure PLO Y in circular against ~ proposal & that prescribed in draft circular Main LR to SC °>LC discloses information as prescribed in Main LR 18
Slide 19: Transaction: RPT – Additional Exempt Transaction
Transaction RPT – Additional Exempt Transaction (i) The related party are not a party, initiator or agent to the said disposal (ii) The disposal is effected on Bursa Securities where counterparty’s identity is unknown to PLC or its subsidiary Related party B BHD Open Market A BHD A BHD disposes stak
Slide 20: Transaction: RPT – Additional Exempt Transaction
Transaction RPT – Additional Exempt Transaction • On non-negotiable fixed price/ rate • All material terms are applied consistently to all classes of customers 20
Slide 21: Valuation
Valuation New Requirement Bursa Requirement of valuation report on real Refer valuation estate irrespective on the mode of report to SC sale/purchase consideration (cash or May request for a securities) for: valuation report on Non RPT : all transactions which are ≥ 25% any assets of the rel
Slide 22: Valuation
Valuation Transaction which percentage ratio is – Valuation required to be ≥ 25% pursuant to Part D (Transaction), conducted and valuation Chapter 10 of the Main LR; or report submitted to ≥ 5% pursuant to Part E (Related Party Bursa? Transaction), Chapter 10 of the Main LR (i) Acquisition or disp
Slide 23: Trading Halt & Request for Suspension
Trading Halt & Request for Suspension Trading Halt Request for suspension The above is trading halt timeframe is not applicable for voluntary request for suspension Notice for request for suspension shortened to 1 hour 23
Slide 24: Dealing in Securities
Dealing in Dealing in Securities Securities 24
Slide 25: Key Changes - Dealing in Securities
Key Changes - Dealing in Securities Existing LR Main LR Definition of “closed period” (a) Definition of “closed period” (Start) (End ) Time info. Announcement (Start) (End) obtained date of matters involving price- (b) sensitive info. Targeted date of D-30 days date to announcement (Start) announce
Slide 26: Key Changes - Dealing in Securities (Cont'd)
Key Changes - Dealing in Securities (Cont’d) Existing LR Main LR Definition of “affected persons” Definition of “affected persons” Listed Listedissuers issuers Directors Directors ++ ++ Listed Listed issuers Principal Principal Directors issuers Directors officers officers Major Major ++ subsidiary
Slide 27: Key Changes – Dealing in Securities (Cont'd)
Key Changes – Dealing in Securities (Cont’d) Existing LR Main LR Dealing notification period Dealing notification period outside outside closed-period closed-period 14 days after dealing 3 market days after dealing Exemption from dealing Exemption from dealing restrictions restrictions Acceptance
Slide 28: Transitional Issues
TRANSITIONAL ISSUES Public shareholding spread ¾ The continuing requirement of minimum number of 1000 public shareholdings spread will be waived with effect from 8 May 2009 PN16 & PN17Companies ¾ These companies may apply to Bursa to regularise their condition under the amended paragraphs 8.03 &
Slide 29: Thank You
& BURSA VALAYS, EI Thank You 29
Slide 30: Rights Issue
RIGHTS ISSUE Current T T New Announcement of BCD 7 Submit AP to SC 8 Ex-date 8 10 MD Lodge prospectus with 9 CCM 10 BCD 10 Lodge prospectus Commencement of with CCM 11 11 trading for PAL 5 MD Commencement of 12 Dispatch RSF & AP trading for PAL 13 5 MD 15 Last trade Last trade 17 18 ROD ROD 20 21 La
Slide 31: New Issues of Securities
New Issues of Securities Rights Issue • May fix BCD for Rights Issue before shareholders approval if SH holding >50% of the nominal value of voting shares have given irrevocable undertaking • Optional for Rights Issues • Minimum Level 31
Slide 32: Capital Repayment
CAPITAL REPAYMENT Current Timeline Suspension 10 MD 10 MD T T +6 T + 10 T + 14 T +16 Listing Announcement BCD Application for Date on BCD Commencement quotation of suspension New Timeline (SPEEDs) 10 MD No suspension T T + 10 T + 11 No quotation application Listing Announcement BCD Date on BCD 3
Slide 33: Quotation – Secondary Issuance
QUOTATION – Secondary Issuance Under the simplified listing process, the following procedures will be applicable: Submit the share certificate together with a covering letter containing the summary of the By 10.00 corporate proposal to Bursa Depository a.m. Receive confirmation from Bursa Depository
Slide 34: Quotation – IPO
QUOTATION – IPO The following procedures will be applicable: Announcement on IPO Timetable (para. 8.1 of PN21): Issuance Opening & closing date of the offer period; date of Balloting date prospectus Allotment date of the IPO; and Tentative listing Announce pursuant to paragraph 8.2 of PN21 throu
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