Which salient terms of contracts should be disclosed in prospectuses and circulars?
Disclosure of salient terms of certain contracts is required in prospectuses and circulars to shareholders of public listed companies in Malaysia for specific corporate exercises. When determining which contract provisions should be included as salient terms, consider the following: 1. Identify Governing Laws Identify the relevant laws that govern the …
IPO: Consider this before converting a private company to a public company
For IPO exercise in Malaysia, the following usually takes place before submission of the IPO application to the authorities: conversion of the holding company (Listco) from a private company to a public company (Conversion); the Listco enters into agreements with promoters to acquire their shares in the proposed subsidiaries to …
Indirect Substantial Shareholder
A person can be a substantial shareholder in a company without directly holding any shares in that company. One of the challenges that often arises when I work on IPOs or other equity capital market exercises is the assessment of whether an individual holds an indirect substantial shareholding in a …
The people behind each IPO
Their role in IPOs may not be that glamorous. Their names do not appear in the prospectus. They are the staff of companies which are undertaking IPO exercise. They are the ones who provide supporting documents for due diligence and attend to requests for information from the due diligence working …
IPO is like an open book exam
Me: “IPO is like an open book exam. You can see from the prospectuses the kind of issues typically encountered by companies going for listing.” My learned friend: “Yeah, but it is a 300 to 400+ pages of open book exam.” While not every IPO is the same, the following …
We could go to jail for this
“We could go to jail for this,” I half-jokingly told my team members. As I briefed them on a corporate finance exercise, I wanted to make sure that they understand their responsibilities. It is an offence under the Capital Markets and Services Act 2017 to submit any information that is …
Listing process for Main Market and ACE Market of Bursa
The fastest IPO I have worked on took about a year from start to finish. The longest took much longer than that. Some never saw the daylight for various reasons- market conditions not right for IPO, the companies were not suitable for listing or the promoters decided to raise funds …
Change of name for M&A and IPO exercise
Today’s post is on change of name of a company in M&A and IPO context. Consider the following scenario. A shareholder incorporated a few companies with similar names. Now, the shareholder wants to dispose all shares held in one of the companies (target company) and undertake IPO for the remaining …
Three things to consider when appointing independent director of PLC
Assessment of a candidate for the role of an independent director of a public listed company (“𝗣𝗟𝗖”) is important and requires extensive due diligence, in particular for a company which is undertaking an IPO exercise. The following are 3 things to consider when assessing a candidate for the role of …
Three rules on pricing of shares for IPO on the Main Market
Any offer of shares of a company seeking for listing on the Main Market of Bursa Malaysia (other than SPAC listing) would need to comply with the following pricing requirements under the Equity Guidelines: 1. The exercise price of warrants and options, and the conversion price of convertible securities that …