Securities Commission issues new Guidelines on Offer of Shares by Unlisted Public Companies

10 April 2025

1. requirement to consult with the SC and to appoint a corporate finance adviser (“CFA”) prior to commencement of the offering of shares by the UPCs;
2. prescription of minimum content requirements for the information in an IM;
3. prescription of a validity period of 18 months from the commencement of the offering;
4. conduct obligations to be imposed on the parties involved in the offering, including the CFA, the board of directors of the UPCs, agents appointed by the UPCs to market and promote their shares, and Shariah advisers for the offering of Shariah-compliant shares; and
5. post-issuance annual reporting obligations, including verification by an approved company auditor on the actual utilisation of proceeds. 

1. the New Guidelines do not apply to a UPC that offers its shares through a platform operated by a recognised market operator registered under the SC’s Guidelines on Recognized Markets; and
2. the SC may, upon application, grant an exemption from or a variation to the requirements in the New Guidelines if the SC is satisfied that:

• such variation is not contrary to the intended purpose of the relevant requirements in the New Guidelines; or
• there are mitigating factors which justify the exemption or variation sought. 

1. an Existing UPC that wishes to continue offering its shares after the Effective Date must immediately cease any ongoing offering of its shares and consult the SC in accordance with Chapter 6; or
2. an Existing UPC that does not wish to continue offering its shares after the Effective Date must immediately cease any ongoing offering of its shares and decide whether it is able to meet the representations on material information made in the existing IM with the amount raised thus far. 

1. is unable to meet the representations in the existing IM, it must notify the existing investors of such fact and must provide the existing investors with reasonable options relating to their investment, which may include returning their monies; or
2. is able to meet the representations in the existing IM, the Existing UPC must notify the existing investors of such fact notwithstanding that the Existing UPC does not wish to continue offering its shares. 

1. deposit of the IM with the SC;
2. registration of the prospectus with the SC;
3. consultation with the SC;
4. expiry of the offering period; or
5. termination of appointment of the CFA or Shariah adviser, 

1. ensure that any information or documents submitted to the SC under the New Guidelines, is not false or misleading and does not contain any material omission;
2. immediately notify the SC upon becoming aware that any information or documents submitted to the SC, is or will be false, misleading or contain any material omission; and
3. deal promptly with queries and concerns raised by the SC in relation to any information or documents submitted to the SC. The responses to any queries and concerns raised by the SC must be complete and resolved in an effective manner. 

1. a provision that imposes a maximum period of 18 months for an offering period - however, where a prospectus is issued, the offering period is subject to a maximum period of six months; and
2. a requirement for a UPC to ensure that all investors’ monies received from the offer of its shares are deposited into a Malaysian bank account. 

1. the offer of its shares is accompanied by a prospectus registered with the SC under section 232 of the Capital Markets and Services Act 2007;
2. it solely offers equity shares;
3. the shares are offered pursuant to an employee share scheme or employee share option scheme;
4. it offers shares to any of its directors; or
5. the UPC is licensed, registered, approved, recognised or authorised by the SC or Bank Negara Malaysia. 

1. the information and documents as specified under Appendix 1 of the New Guidelines;
2. any other relevant information and documents on the proposed offer; and
3. any other information as may be required by the SC. 

1. the responsibility on the board of directors of a UPC to ensure that the UPC’s agents comply with the New Guidelines;
2. where a UPC intends to offer its shares solely to a sophisticated investor, the requirement for a UPC and its agents to take reasonable steps to verify that the prospective investor is a sophisticated investor; and
3. the requirement for a UPC that appoints an agent to market and promote its shares, to ensure that the agent holds a Capital Markets Services Licence for dealing in securities. 

1. a UPC is required to maintain the information prescribed in paragraph 7.05 in relation to its agents, and to submit the same to the SC upon its request; and
2. a UPC or its agents are required to ensure that any advertising and promotion carried out must be in compliance with the Guidelines on Advertising for Capital Market Products and Related Services issued by the SC. 

1. act honestly, fairly and efficiently;
2. exercise due care, skill and diligence expected of a reasonably competent member of his profession;
3. have sufficient personnel with relevant experience, competency and qualifications at all times;
4. ensure that it has adequate resources to supervise diligently and does supervise diligently persons employed or appointed by it to conduct business on its behalf;
5. provide sufficient and appropriate training to all persons employed or appointed by it to conduct business on its behalf;
6. assist the Shariah adviser in understanding the qualifications, bases and assumptions adopted by the CFA with respect to the proposed offering of the UPC shares; and
7. ensure that there is in place effective controls, policies and procedures to ensure its compliance with the New Guidelines. 

1. issue a Shariah pronouncement that includes, among others, the following:

• basis and rationale of the pronouncement, detailed Shariah reasoning or justification for the structure and mechanism of the Shariah-compliant UPC shares;
• confirmation that the utilisation of the funds raised are for Shariah-compliant purposes;
• the applicable Shariah rulings, principles and concepts used in the Shariah-compliant UPC shares; and
• the relevant Shariah matters relating to the documentation of the Shariah-compliant UPC shares, if any.

2. consider the alignment of the Shariah-compliant UPC shares with the Maqasid Al-Shariah Guidance Islamic Capital Market Malaysia issued by the SC and disclose the same in the Shariah pronouncement. 

1. a post-issuance notification in the form set out in Appendix 3 of the New Guidelines no later than seven days after the commencement of the offering;
2. a post-issuance update report that is prepared on a quarterly basis in the form set out in Appendix 4 of the New Guidelines no later than seven days after the end of each quarter of the financial year that includes:

• confirmation that the utilisation of the proceeds raised is in accordance with the IM deposited with the SC; and
• where there is a change to the utilisation of proceeds raised, to provide the details and reason for the change; and

3. a post-issuance update report that is prepared on a yearly basis in the form set out in Appendix 4 no later than six months after the end of the financial year, where the actual utilisation of proceeds as stated in the post-issuance update report in paragraph (b) above has been audited by an approved company auditor.