Bursa Malaysia Bhd. · MYX:BURSA
Bursa Malaysia Bhd — Securities Commission Malaysia — Investor Presentation (July 2009)
21 slides from Bursa Malaysia Bhd's investor presentation, Jul 6, 2009
Slide 1: New Framework For Listings And Equity Fund-Raisings
New Framework For Listings And Equity Fund-Raisings Main Market Technical Briefing Kemal Rizadi Arbi Deputy General Manager & Head, Securities Issues Department 6 July 2009 1 1
Slide 2: Outline
Outline • New Board Structure and New Regulatory Approaches • New Guidelines and Submission Arrangements 2
Slide 3: How it started…
How it started… “… will combine the Main and Second Boards to establish a Unified Board for Key Points more established companies with strong track records...” • Main and Second Boards to “… The Unified Board will have uniform listing requirements, and comprehensive merge into a Unified disclosure-b
Slide 4: Robust engagement process…
Robust engagement process… Establishmentof Establishment ofIndustry IndustryWorking WorkingGroup Group Continuousengagement Continuous engagementfrom fromthe the •• 11 11practitioners practitionersand andexperts expertsfrom fromaabroad broad commencementof ofproject project segmentofofthe thecapital
Slide 5: Launched on May 2009…
Launched on 8 May 2009… • New board structure • New regulatory approaches Effective: 3 August 2009 • New guidelines and listing rules
Slide 6: Rationale and benefits…
Rationale and benefits… Streamlined structure for Fundamental shift to a Staying competitive in a established and emerging market-based regulatory progressive market companies to raise capital approach • Enhanced competitive • Clear demarcation of what • Greater empowerment to positioning – preferre
Slide 7: New Board Structure for Bursa
New Board Structure for Bursa Current Structure New Structure 1 Traditional sector-focus Main A Board Large cap companies Prime market for established companies 2 Traditional sector-focus Second Board Medium cap companies 3 High-tech/growth B MESDAQ sector-focus Alternative market for all High
Slide 8: New Regulatory Approaches
New Regulatory Approaches Main Market Typeof Type of Competent Competent s212 CMSA Proposals Proposals Authority Authority (Regulatory Approval) • IPOs • Acquisitions resulting in significant New New change in business direction or Listings Listings policy of a listed corporation (RTOs/BDLs) • Secon
Slide 9: Refined regulatory focus areas for New and Post Listings…
Refined regulatory focus areas for New and Post Listings… New Listings Post Listings Focus Focus Areas Areas (s212 (s212 and and s232): s232): Focus FocusAreas: Areas: •• Compliance Compliance withwith minimum minimum •• Compliance Compliancewith withminimum minimum requirements requirements require
Slide 10: Outline
Outline • New Board Structure and New Regulatory Approaches • New Guidelines and Submission Arrangements 10
Slide 11: 5 new/revamped SC guidelines…
5 new/revamped SC guidelines… New Guidelines New Guidelines Equity Guidelines • Stipulates listing requirements on the Main Market and issuance of equity in a fund-raising exercise Prospectus Guidelines • Stipulates disclosure requirements for the prospectus Principal Adviser Guidelines • Stipulates
Slide 12: Equity Guidelines – Major criteria adopted for new listing (Main Market)
Equity Guidelines – Major criteria adopted for new listing (Main Market) Quantitative Requirements Other Requirements Profit Track Record Test • Minimum offer to the general public • Aggregate PAT over 3-5 FYs Min RM20 mil • Minimum issue price of RM0.50 • Most recent PAT Min RM6 mil • Moratorium on
Slide 13: Equity Guidelines – Major criteria for other proposals requiring SC's approval
Equity Guidelines – Major criteria adopted for other proposals requiring SC’s approval (Main Market) Quantitative and Other Requirements Reverse Take-Over/Back-Door Listing • Aggregate PAT over 3-5 FYs Min RM20 mil • Most recent PAT Min RM6 mil • Allows profit to be met by enlarged group • Profits n
Slide 14: Equity Guidelines - Listing of SPACs
Equity Guidelines - Listing of SPACs Key Requirements • Raise minimum RM150 million at IPO • Minimum 90% of IPO proceeds to be deposited in a trust account • At least 80% of amount in trust account to be used for qualifying acquisition • At least 10% in the SPAC held by management team upon IPO with
Slide 15: Main Market Submission Process (IPOs/RTOs)
Main Market Submission Process (IPOs/RTOs) T (working/market days) SC Bursa • Pre-submission consultation • Submission of valuation report to AVA (10) • Submission to SC under S.212 & S.232 CMSA • Prospectus public exposure period begins 0 Application can be made to Bursa for • Review of application
Slide 16: Transitional Arrangements
Transitional Arrangements Prior to 3 August 2009 3 August 2009 onwards IPO • SC approval required for all IPOs under • SC approval under S.212 CMSA required for S.212 CMSA Main Market IPOs only • May apply for the new flexibilities • If company has received SC approval but • Draft prospectus may com
Slide 17: Thank You
Thank You For more information, contact: SECURITIES COMMISSION MALAYSIA 3, Persiaran Bukit Kiara, Bukit Kiara, 50490 Kuala Lumpur, Malaysia. T: +603-6204 8000 F: +603-6201 5213 www.sc.com.my 17
Slide 18: Prospectus Guidelines
Prospectus Guidelines Key Changes • Refinement of related-party transactions/ conflict of interest disclosure requirement • Utilisation of proceeds – more detailed disclosures • New section on specific requirements for structured warrants • New chapter on specific requirements for SPACs • Detailed d
Slide 19: Principal Adviser Guidelines
Principal Adviser Guidelines Key Changes Principal Advisers seeking to undertake specific corporate proposals must satisfy the following requirements: • Fall within the category of eligible principal advisers of the guidelines; and • Have at least 2 senior personnel (Qualified Senior Personnel) with
Slide 20: Asset Valuation Guidelines
Asset Valuation Guidelines Key Changes •Enhanced requirements on valuation firm making submissions – Property assets must be valued by a firm registered with the Board of Valuers with the following requirements: • Has at least one equity owner at head office with minimum of 7 years’ post registratio
Slide 21: Structured Warrants Guidelines
Structured Warrants Guidelines New Flexibilities •Issuers of structured warrants allowed to undertake market-making for their structured warrants issues – Facilitate the movement of prices from one level to another – Promotes investor confidence as there is immediacy – Providing liquidity : buying w
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