SC Issues Guidelines on Offer of Shares by Unlisted Public Companies
5 July 2021

The Securities Commission Malaysia (SC) today issued a new Guidelines on Offer of Shares by Unlisted Public Companies to Sophisticated Investors (Guidelines) that will take effect on 1 August 2021.
The Guidelines aim to safeguard investors’ interest in the wake of increased queries and complaints received by the SC on offering of shares by unlisted public companies (UPCs), marketed through phone calls, seminars, video recording via social media or unlicensed agents, to both sophisticated and non-sophisticated investors.

The new Guidelines set out the obligations for UPCs when offering shares to sophisticated investors, including requirements for UPCs to only appoint entities licensed by the SC, if any agents are engaged to market and promote their shares. UPCs also need to ensure that the prospective investor that they approach is a sophisticated investor.

In addition, UPCs will need to print a caution statement on the cover page of any information memorandum (IM) issued, to clearly state that while the IM is deposited with the SC, approval by the SC is not required for the offering or the IM.

UPCs are also required to submit a post-issuance notification to the SC to facilitate the SC to monitor funds raised and utilisation of proceeds.

Sophisticated investors are reminded to perform their own assessment in respect of the share offerings, as the SC does not review the offering or promotional document issued by the UPCs.

UPCs are reminded that offering shares to retail investors without a prospectus is a serious breach under the Capital Markets and Services Act 2007. A person found liable may be punished with a fine not exceeding RM10 million or imprisonment not exceeding ten years, or both.

The new Guidelines and its accompanying FAQs can be found at https://www.sc.com.my/regulation/guidelines/upc. Members of the public who have any enquiries or concerns about any person or company offering any shares in a UPC may contact the SC’s Consumer and Investor Office Department at tel +603 6204 8999 or email [email protected].
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