Recent updates to the Framework for Listed Real Estate Investment Trusts

The following updates have been made to the framework for Real Estate Investment Trust (“REIT”) listed on the Main Market of Bursa Malaysia Securities Berhad (“the Exchange”):
 
Extension of time for lodgement and distribution of annual report of REITs
 
The time frame of two months from the end of a REIT’s financial year stipulated in sub-paragraphs (1)(a) and (3)(a) of section 298 of the Capital Markets and Services Act 2007 to lodge the annual report of the REIT with the Securities Commission Malaysia (“SC”) and to send a copy of such report to each unit holder of the REIT respectively have been disapplied and replaced by a four-month period from the end of a REIT’s financial year under the Capital Markets and Services (Prescription for Non-Application) (Real Estate Investment Trusts) Order 2024 [P.U.(A) 58/2024] (“Prescription Order”) which came into operation on 26 February 2024.
 
Revisions to the Guidelines on Listed Real Estate Investment Trusts
 
The SC issued a set of revised Guidelines on Listed Real Estate Investment Trusts (“Guidelines”) that took effect immediately upon its issuance on 26 February 2024.
 
The main amendments to the Guidelines are as follows: 
  1. a new Guidance has been added to paragraph 7.04 to provide greater clarity on the name of a listed REIT, namely that the SC will consider a listed REIT’s name to be inappropriate if it contains SRI-related or ESG-related terms (such as “sustainability”, “carbon efficient”, “environment” and “climate”) but the REIT is not a qualified fund under the SC’s Guidelines on Sustainable and Responsible Investment Funds

  2. paragraph 13.18(a) has been amended to extend the time frame for a management company to hold an annual general meeting of the unit holders of a listed REIT from four to six months from the end of a REIT’s financial year; 

  3. paragraph 19.06 has been amended as follows: 
  • to state that any valuation of real estate to be submitted under the Guidelines must be as stipulated in the SC’s Asset Valuation Guidelines; and 

  • the two-week to four-week time frame to submit the valuation report before the submission of the application proper has been removed but nevertheless the requirement remains for the valuation report to be submitted to the SC before the application proper is submitted; and 
  1. paragraph 21.02 has been deleted as the provisions therein have been subsumed into paragraph 19.01. 
The following housekeeping amendments and amendments relating to procedural requirements have been made to the Guidelines: 
  1. the definition of “unit trust fund” has been deleted from paragraph 2.01 as the term is not used in the Guidelines; and 

  2. Schedule D which sets out the information and documentation requirements for various applications to be submitted under the Guidelines has been deleted in its entirety and the following consequential amendments have been made: 
  • paragraph 19.01 has been amended to provide that the information and documents to be submitted in respect of applications and documents to be lodged with the SC are as specified on the SC’s website; 

  • new paragraphs 19.03B and 19.03C have been introduced to replace paragraphs 1 and 2 respectively of Appendix IV of Schedule D; 

  • paragraph 19.06A has been amended so that the submission of the annual report of the REIT to the SC must be made in a manner specified on the SC’s website; 

  • paragraph 19.10 has been amended to state that all submissions to the SC must be made in a manner specified on the SC’s website unless otherwise specified in the Guidelines; 

  • paragraphs 21.01 and 21.03 have been amended so that all notifications, documents and submissions specified in those paragraphs that are to be made or submitted to the SC must be made or submitted in a manner specified on the SC’s website unless otherwise specified in the Guidelines; and 

  • paragraph 21.04 which sets out the address to which submissions are to be made has been deleted as a consequence of the requirement for submissions to be made online. 
Amendments to the Main Market Listing Requirements
 
With the coming into operation of the Prescription Order, the following amendments have been made to the Main Market Listing Requirements (“Main LR”): 
  1. paragraph 9.44(1) has been amended to require the management company of a REIT to announce to the Exchange an interim financial report prepared on a quarterly basis (including the fourth quarter) within two months from the end of each quarter of the REIT’s financial year; and 

  2. paragraph 9.45(1) has been amended to require the management company to issue the annual report of the REIT and forward the same to the Exchange and unit holders of the REIT within four months (instead of two months) after the end of the REIT’s financial year. 
The amendments to the Main LR will apply to listed REITs with financial year ending on or after 31 December 2023. A listed REIT whose financial year ends on 31 December 2023 which plans to issue its annual report by 29 February 2024 is not required to announce the quarterly report for its fourth quarter ending on 31 December 2023.
 
Comments
 
The extension of the two-month time frame to four months from the end of a REIT’s financial year for the annual report of a REIT to be issued and sent to the relevant authority and unit holders of the REIT as well as the extension of the time frame for a management company to hold an annual general meeting of the unit holders of a listed REIT from four to six months from the end of a REIT’s financial year align those requirements in relation to a listed REIT with the corresponding requirements applicable to companies whose shares are listed on the Exchange.
 
Article by Phua Pao Yii (Partner) and Tan Wei Liang (Senior Associate) of the Corporate Practice of Skrine.
 

This alert contains general information only. It does not constitute legal advice nor an expression of legal opinion and should not be relied upon as such. For further information, kindly contact skrine@skrine.com.