28 April 2020
1. | Approval under subsection 212(4) shall be required where a public company or listed corporation proposes to offer its shares, debenture or sukuk outside Malaysia, save where an exemption is provided for under Schedule 5 of the CMSA. |
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2. | However, the SC does not intend for subsection 212(4) of the CMSA to be applicable to– |
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(a) | in the case of a listed corporation, any secondary transactions of its shares subsequent to the IPO of the shares (e.g. proposal by a shareholder of the corporation to distribute his or its shares in the corporation to parties outside Malaysia); and |
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(b) | in the case of a public company– |
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(i) | the issuance of its shares not pursuant to an IPO including the subsequent offering of such shares; or |
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(ii) | the issuance of structured products exclusively to persons outside Malaysia. |
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3. | The SC would also like to clarify that for the purpose of subsection 212(4) of the CMSA, the exemption under Schedule 5 for secondary transactions of debentures and sukuk equally applies to secondary transactions occurring outside Malaysia. |
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4. | Reference to the term “structured products” in paragraph 2(b)(ii) above includes conventional structured products and Islamic structured products. |
5. | Sub-paragraph 3(a), Part 1 of Schedule 6 and paragraph 2, Part 1 of Schedule 7 of the CMSA exempt the prospectus requirement for any offer, invitation or issue of securities that is made to a holder of a Capital Markets and Services License. |
6. | Having regard to SC’s licensing and registration framework, the application of the excluded offer or excluded invitation in paragraph 5 above is hereby extended to a corporation that is registered under section 76 of the CMSA. |