Bursa Malaysia amends provisions in Listing Requirements on Significant Change in Business Direction or Policy

10 March 2025

1. Paragraph 7.01A – 

• the definition of “change in the board of directors of the listed corporation” (relocated from Paragraph 2.01) which previously provided that the assessment period is 12 months from the date of the acquisition, has been amended to provide two alternative time frames, namely a period commencing from (a) the date of announcement of the acquisition until 12 months after the date of completion of the acquisition; or (b) if the vendor(s) and or any person connected with the vendor(s) is appointed as a director and/or chief executive of the listed corporation, 12 months before the date of announcement of the acquisition until 12 months after the date of completion of the acquisition; 
• a new definition of “change in the effective control of the listed corporation” is introduced and refers to any change in or emergence of a single largest shareholder, accompanied by a change in at least (a) one-third of the membership of the board of the listed corporation; and/or (b) one third of the key senior management of the listed corporation, within a period commencing from (i) the date of announcement of the acquisition until 12 months after the date of completion of the acquisition; or (ii) if the vendor(s) and or any person connected with the vendor(s) is appointed as a director and/or chief executive of the listed corporation, 12 months before the date of announcement of the acquisition until 12 months after the date of completion of the acquisition; and 
• a new definition of “significant change in the business direction or policy of a listed corporation”, adapted from Paragraph 2.01, has been amended as follows: (a) the exemption for acquisition of assets of a similar business under sub-paragraph (a) has been tightened to exclude such acquisition only if the assets acquired are in a business similar to the listed corporation’s core business for at least two full latest and consecutive financial years based on its audited financial statements prior to the announcement of the acquisition; (b) an acquisition of assets under sub-paragraph (b) which results in, or will result in a change in the controlling shareholder of the listed corporation has been expanded to include the emergence of a controlling shareholder of the listed corporation; and (c) a new sub-paragraph (c) has been introduced to include an acquisition of assets which results or will result in a change in effective control of the listed corporation. 

2. New Paragraph 7.01C provides that in determining the shareholding of a controlling shareholder or a single largest shareholder for the purpose of Chapter 7 (Back-Door Listings and Reverse Take-Overs) of the Equity Guidelines, any convertible securities, warrants and/or options issued by the listed corporation, whether or not arising from the acquisition of assets, must be taken into consideration as though they are fully converted or exercised. 
3. New Paragraph 7.01D provides that in determining whether there has been a change in or emergence of a single largest shareholder, the SC will aggregate the shareholdings of the single largest shareholder with the shareholdings of the persons connected with him. 
4. Paragraph 7.07 provides that where there is a change in the controlling shareholder or board of directors of a listed corporation, the assets to be injected must have had continuity of substantially the same management for at least three full financial years before the submission to the SC or, in the case of an infrastructure project corporation or asset, since the commencement of its operations, if less than three full years. The requirements of this paragraph have been amended and made applicable to a change in effective control of the listed corporation. 
5. Paragraph 7.19 which imposes a moratorium on the consideration shares received by the vendors of the asset where an acquisition of assets results in a change in the controlling shareholder or board of directors of a listed corporation, has been amended and made applicable to a change in effective control of the listed corporation. 

1. A new Paragraph 10.02(2) provides that where a transaction will result in a “significant change in the business direction or policy of a listed corporation” under Part F of the Main LR, words and expressions used in the Main LR shall have the same meanings as in the Equity Guidelines. 
2. Part H of Appendix 10A has been amended as follows: 

• Paragraph (4) - the information to be disclosed in relation to, among others, a transaction that results in a change in the controlling shareholder of a listed issuer has been extended to apply to the emergence of a controlling shareholder of a listed issuer; 
• Paragraph (5) – where a transaction results in, or will result in, a change in the board of directors of a listed corporation, the listed corporation is required under a new sub-paragraph (c) to state whether any of the new directors appointed during the period of 12 months prior to the date of the announcement (“said period”) is a person connected to the vendor(s), and if the change in the board of directors also includes a change in the chief executive, a statement whether the chief executive appointed during the said period is a person connected to the vendor(s); and 
• New Paragraph 5A – which provides that if the transaction results in, or will result in, a change in the effective control of the listed corporation, the listed corporation will have to disclose (a) the information set out in paragraph (4) of Part H of Appendix 10A in relation to its single largest shareholder; and (b) the information as set out in paragraph (5) of Part H of Appendix 10A in relation to the new directors and/or key senior management.

3. The definition of “change in the board of directors” in Paragraph 1.01 of the Main LR has been deleted as the phrase has been defined in Paragraph 7.01A of the Equity Guidelines. 

1. Rule 1.01 – 

• the definition of “change in the board of directors of a listed corporation” has been amended so as to be identical with the corresponding definition in Paragraph 7.01A of the Equity Guidelines; 
• a new definition of “change in the effective control of a listed corporation” has been introduced which replicates the corresponding definition in Paragraph 7.01A of the Equity Guidelines; the definition also incorporates (a) the requirements in the new Paragraph 7.01D of the Equity Guidelines; and (b) a definition of “key senior management” which is identical to the corresponding definition in Paragraph 2.01 of the Equity Guidelines; and 
• the definition of “significant change in the business direction or policy of a listed corporation” has been amended to (a) reflect the corresponding definition in Paragraph 7.01A of the Equity Guidelines; and (b) include the provisions in Paragraph 7.01C of the Equity Guidelines. 

2. Part H of Appendix 10A has been amended in the following respects: 

• Paragraph (4) - the information to be disclosed in relation to a transaction that results in a change in the controlling shareholder of a listed corporation has been extended to apply to the emergence of a controlling shareholder of a listed corporation; 
• Paragraph (5) – where a transaction results in a change in the board of directors of the listed corporation, a new sub-paragraph (c) requires the listed corporation to state whether any of the new directors appointed during the period of 12 months prior to the date of the announcement is a person connected to the vendor(s), and if the change in the board of directors also includes a change in the chief executive, a statement whether the chief executive appointed during the said 12-months period is a person connected to the vendor(s); and 
• New Paragraph 5A - provides that if the transaction results in, or will result in, a change in the effective control of the listed corporation, the listed corporation must disclose (a) the information set out in paragraph (4) of Part H of Appendix 10A in relation to its single largest shareholder; and (b) the information as set out in paragraph (5) of Part H of Appendix 10A in relation to the new directors and/or key senior management.