Author

Brian Chia

Browsing

(with contribution from Chloe Choo, chambering pupil at Wong & Partners, member firm of  Baker & McKenzie International.)

Introduction

On January 19, 2017, the Malaysian Securities Commission (SC) announced amendments to its Equity Guidelines, Prospectus Guidelines and Asset Valuation Guidelines to introduce a new framework for the listing of mineral, oil and gas (MOG) corporations on the Main Market of Bursa Malaysia, particularly those engaged  in the exploration or extraction of MOG resources. The amendments were made following the receipt of feedback from investors, industry experts and a public consultation on its proposal to introduce the framework.

The framework is intended to expand opportunities for MOG businesses to enter the equity market and will take effect from March 20, 2017. It covers listings of MOG corporations either directly through initial public offerings, indirectly through acquisition by listed companies, or a qualifying acquisition by special purpose acquisition companies.

On 15 August 2016, the Malaysian Minister of Finance (MOF) revoked the Malaysian Code on Take-Overs and Mergers 2010 (Old Code). In its place is the Malaysian Code on Take-Overs and Mergers 2016 (New Code). Contemporaneous with this replacement, the Securities Commission Malaysia (SC) has also issued the Rules on Take-Overs, Mergers and Compulsory Acquisition 2016 (Rules).

Issuers and their respective advisors can now no longer rely on a disclaimer for liability which is customarily included as part of any teaser document or information memorandum (IM) that is distributed in Malaysia to solicit interest of potential investors to invest in an auction sale of any equity or debt instrument. With effect from 15 September 2016, Section 256, read together with section 92A, of the Malaysian Capital Markets and Services Act 2007 now provides that any provision in a “document, agreement or contract” that excludes the liability of any person who provides information to another who is investing in a capital market product will be void.