MALAYSIA: SC Updates Guidelines on Offer of Shares by Unlisted Public Companies

Tuesday April 1 2025

On 28^th March 2025, the Securities Commission Malaysia (SC) issued the new Guidelines on Offer of Shares by Unlisted Public Companies (Guidelines), aimed at enhancing investor protection and safeguarding market integrity.

The Guidelines, which will take effect on 28 March 2025, supersedes the Guidelines on Offer of Shares by Unlisted Public Companies to Sophisticated Investors issued by the SC in 2021. The Guidelines is part of the market and regulatory reforms that the SC is undertaking.

The requirements in the Guidelines include:

• a consultation with the SC and appointment of a corporate finance adviser (CFA) prior to commencement of the offering of shares by the UPCs;
• prescription of minimum content requirements on the information in the IM;
• prescription of a validity period of 18 months from commencement of the offering;
• conduct obligations to be imposed on the parties involved in the offering, which includes the CFA and board of directors of the UPCs. This also applies to agents appointed by the UPCs to market and promote their shares, and Shariah Advisers for the offering of Shariah-compliant shares;
• reporting obligations which include quarterly submission of a post-issuance update report and verification by an approved company auditor on the actual utilisation of proceeds on an annual basis; and
• the treatment of ongoing offerings made by the UPCs prior to the effective date of the Guidelines.

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