(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.

Key amendments

The key amendments introducing the framework were made to the SC’s Equity Guidelines. The SC has adopted the eligibility requirements as previously proposed, i.e., the framework applies to corporations whose MOG exploration or extraction activities represent 50% or more of its total assets, revenue, operating expenses or after-tax profit based on audited financial statements.

The additional requirements for MOG corporations seeking to be listed are:

(a) demonstrating adequate MOG assets under its portfolio
(b) possessing the legal rights for exploration or extraction activities in respect of the MOG assets, and control over the MOG assets
(c) procuring sufficient level of working capital for at least 18 months from the date of the prospectus
(d) having at least one independent director out of the requisite number of independent directors, with the appropriate MOG exploration or extraction experience or expertise
(e) engaging, as its external auditor, an audit firm, and where necessary appointing a reporting accountant, which has relevant MOG exploration or extraction industry expertise

Effectively, the amended guidelines aim to provide clarity on the types of MOG businesses considered suitable and eligible for listing on the Main Market of Bursa Malaysia, particularly for those engaged in early stage exploration and extraction of MOG resources.

Author

Brian Chia heads the Corporate, Commercial & Securities Practice Group of Wong & Partners. He focuses on mergers and acquisitions, private equity investments, and corporate restructurings and reorganisations.

Author

Sue Wan Wong is a partner in the Corporate Commercial Practice Group of Wong & Partners. She has advised clients on issues relating to tax, employee share option schemes, exchange controls, securities offerings, distributive trade, directors’ duties, shareholders’ rights, schemes of arrangement, general commercial and employment law.