Moratorium on pre-IPO investors’ shares for SPAC and ACE Market listing

IPO
IPO

Pre-IPO investors who invest in shares of companies seeking for listing on Bursa Malaysia should take note that their shares would be subject to moratorium in the following circumstances:

1. Moratorium on pre-IPO shares of Special Purpose Acquisition Company (“𝗦𝗣𝗔𝗖”)

Pre-IPO investors are not allowed to sell, transfer or assign any of their shares held in the SPAC as at the date of listing of the SPAC on Bursa Securities, which were acquired at a price lower than the price offered under the IPO, from the date of listing until the completion of the qualifying acquisition.

2. Moratorium on pre-ACE Market listing investors’ shares

An investor who is not a specified investor is not allowed to sell, transfer or assign any shares held in a company seeking for listing on the ACE Market, for a period of 6 months from the date of admission of the company for listing on the ACE Market if such investor has acquired the shares of the company:

(a) within 12 months from the date of submission of the ACE Market listing application to Bursa Securities; and

(b) at a price lower than the issue price offered to the general public in conjunction with the IPO.

“Specified shareholder” refers to a controlling shareholder, a person connected to a controlling shareholder, and an executive director who is a substantial shareholder, of the company.

The moratorium requirements set out above are pursuant to the Equity Guidelines and ACE Market Listing Requirements.

#malaysiancorporatelawyer
#IPO
#equitycapitalmarkets

This post was originally posted on Linkedin on 18 February 2022. Follow me on Linkedin.

Due Diligence
Legal Due Diligence on Public Listed Companies in Malaysia

When conducting legal due diligence on public listed companies (PLCs) in Malaysia, the scope of due diligence is limited by the laws of insider trading. Insider trading occurs when someone uses confidential, non-public information about a company to make a profit or avoid a loss in the stock market. Therefore, …

Linkedin Post
Don’t Rush the Disclosure Letter in M&A Transactions

In M&A transactions, a disclosure letter sets out the exceptions to seller’s representations and warranties in a sale and purchase agreement for an M&A transaction (“SPA”). Instead of negotiating heavily on sellers’ representations and warranties in SPAs, it is common to provide in SPAs that sellers’ representations and warranties are …

Lawyering
Is Corporate Practice Less Stressful Than Litigation?

I was asked whether being in corporate practice is less stressful and less hectic than being in litigation practice. I think this kind of generalisation is not particularly helpful. Different law firms have different cultures and expectations of their lawyers. Clients’ demand would also determine whether a particular project or …