Bursa Malaysia Securities Berhad (“Bursa Malaysia”) has rolled out pivotal amendments to the Main and ACE Market Listing Requirements (LR) that will transform how companies approach securities issuance, executive remuneration, and transparency in financial reporting.
These changes, effective from January 2025, aim to:
- enhance governance
- ensure greater accountability, and
- provide clearer insights for investors
Whether you're involved in fundraising activities, managing employee share schemes, or overseeing corporate disclosures, these updates are crucial for staying compliant and competitive. Discover the key amendments that could impact your organisation and learn how to navigate these new requirements effectively. Key Amendments
Transparency on new issue of securities
• Placement Exercise
In relation to issuance of placement of securities in stages, announcement by listed issuer simultaneous with the quarterly report on a quarterly basis on:
a) in respect of each staggered issuance:
i. the price-fixing date and issuance date;
ii. the number of securities issued and allotted;
iii. the issue price and basis of determining the issue price; and
b) the aggregate number of securities issued and allotted pursuant to the placement at the end of each quarter.
• Placees Details
The relevant adviser of the listed issuer/ listed corporation is required to submit the following additional information to the Exchange:
a) the source of funds for the payment of the securities placed to each placee; and
b) the names, home or business addresses, identity card/ passport/ company registration numbers, occupations/ principal activities and securities account numbers of the ultimate beneficial owner of the securities placed to each placee, if any.
• Additional disclosures on the utilisation of proceeds
a) in the case of a new issue of securities for fund-raising purposes, a listed issuer/ listed corporation must announce the status and details relating to utilisation of proceeds on a quarterly basis, simultaneously with the announcement of its quarterly report, until it has announced full utilisation of the proceeds raised; and
b) the announcement made must include the following information:
i. details of the projects, initiatives or purposes funded by the proceeds, together with their status or progress; and
ii. the unutilised proceeds, if any, including how the listed issuer has dealt with such proceeds pending utilisation. Employee Share Scheme Framework
• Flexibility accorded to the listed issuer/ listed corporation to implement more than one Share Issuance Scheme. However, total number of shares granted under all Employee Share Schemes is limited to 15% (30% under Ace Market) of total no. of issued shares.
• Disclosure of Employee Share Scheme in annual report has been enhanced to include aggregate options/shares granted, exercised, vested/remained outstanding, exercise price or purchase price, based on categories of participants.
Remuneration Disclosure
• Enhanced remuneration disclosures in annual reports for Chief Executives, on a named basis.
Convertible Debt Securities
• Extending 50% limit to convertible debt securities.
Restriction in Interim Corporate Proposals
• Disallowing an affected listed issuer and a PN17 Issuer/ GN3 Company from undertaking interim corporate proposals pending regularisation of its condition, unless allowed by the Exchange.
Chain Listing Requirements
• Adherence to chain listing requirements if a listed issuer wishes to list its subsidiaries on a foreign stock exchange.
Special Auditor Appointment
• Requirements relating to appointment of a special auditor.
Comparative Disclosure for Plantation and Timber Corporations (Main Market only)
• Comparative disclosure of production figures for plantation and timber corporations on quarterly basis, in addition to monthly basis.
Updated Issuers Communication Note No. 1/2023 - Guidance on Conflict of Interest (“COI”)
• Bursa Malaysia has updated the Guidance on COI by providing Q&A in Annexure 1. |
