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Listing Your Company On Bursa Malaysia Booklet
Listing Your Company On Bursa Malaysia Booklet
Listing Your Company On Bursa Malaysia Booklet
02. How to list on Bursa Malaysia? 06. What can Crowe Malaysia
2.1 General view of criteria do for you in an IPO?
2.2 Criteria for listing
2.3 Listing of Special Purpose Acquisition
Companies (“SPAC”)
2.4 Listing process
We live in interesting times where wealth can be created in We are honored to share with you in this publication some of our
numerous ways. One of them is to list a company. knowledge on IPOs based on our many years of experience in
this field as IPO advisers, reporting accountants, listed company
A listed company’s shares become a form of currency which can auditors, listed company tax consultants and listed company
be used for a variety of purposes. An example would be to use internal auditors.
the shares as currency for the acquisition of businesses to grow
the listed company. A bigger and more competitive company is If you are contemplating an IPO, please feel free to contact us for
always more attractive to future investors. a chat. We will be most glad to travel on this interesting journey
with you. Like the quote says “If you want to go fast go alone.
In a nutshell, success builds upon success. Many other If you want to go far go together.”
opportunities will also follow. Access to capital is not only
restricted to issuing of shares but to having access to the capital Together, we can work to make your IPO a great success!
market by way of bonds, convertible loan stocks, etc.
On how to list, we tabulate below the criteria for listing and the process involved.
A company to be listed on the Main Board has to meet either the profit test or No minimum operating track record or profit No minimum operating track record or profit
the market capitalisation test below. requirement. In practice, a profit of RM3 million requirement. In practice, a profit record is
to RM4 million is required. required to facilitate valuation of the IPO
a) Profit Test shares.
• Uninterrupted profit of 3 to 5 full financial years (“FY”), with aggregate
after-tax profit of at least RM20 million;
• After-tax profit of at least RM6 million for the most recent FY; and
• Have been operating in the same core business over at least the profit
track record years prior to submission.
At least 25% of the company’s total number of At least 25% of the company’s total number of shares; and a minimum At least 10% of the company’s total number of
shares; and a minimum of 1,000 public of 200 public shareholders holding not less than 100 shares each. ordinary shares at admission.
shareholders holding not less than 100 shares
each.
Allocation of 50% of the public spread No requirement at the point of listing. No requirement at the point of listing.
requirement to Bumiputera investors at the
Allocation of 12.5% of the enlarged share capital to Ministry of
point of listing.
International Trade and Industry (MITI) for subscription by recognised
Bumiputera investors.
Not applicable. Although a sponsor is not Engage a Sponsor to assess the suitability for listing. Sponsorship is Engage an Approved Adviser to assess the
required, an Adviser is required. required for at least 3 full financial years post listing and the Sponsor suitability for listing. Secure and maintain a
who submitted the listing application must act as the Sponsor for at Continuing Adviser for at least 3 years post listing
least 1 full financial year following admission. and the Approved Adviser who submitted the listing
For ACE Market corporations that have met the Main Market application must act as the Continuing Adviser for at
admission criteria, sponsorship is for one full financial year. least 1 financial year after admission.
© 2020 Crowe Malaysia PLT 7
2.2 Criteria for listing (cont’d)
Applies to promoters’ entire shareholdings for 6 months from Applies to promoters’ entire shareholdings for 6 months Applies to promoters’ entire shareholdings for 12
the date of admission. from the date of admission. months from the date of admission.
All trade debts exceeding the normal credit period and all All trade debts exceeding the normal credit period and all All trade debts exceeding the normal credit period
non-trade debts, owing by the interested persons to the non-trade debts, owing by the interested persons to the and all non-trade debts, owing by the interested
company or its subsidiary companies must be fully settled company or its subsidiary companies must be fully persons to the company or its subsidiary companies
settled prior to listing.
prior to listing. must be fully settled prior to listing.
2.2.10 Additional Requirements for: Mineral, Oil and Gas Exploration and Extraction Corporations or Assets
Sufficient level of working capital for at least 18 months from Not applicable. Not applicable.
the date of prospectus.
© 2020 Crowe Malaysia PLT 9
2.2 Criteria for listing (cont’d)
Main ACE LEAP
2.2.11 Type of Investors
This refers to the type of investors who are allowed to subscribe for the IPO shares.
Members of the public. Members of the public. Only Sophisticated Investors (as prescribed under
the Capital Markets and Services Act 2007) are
allowed to subscribe.
The company making variations to its constituent documents has to provide those standards (if the jurisdiction does
not provide comparable standards above and such variations are possible).
2.2.14 Registration
Must be registered as a foreign company under the Companies Act 2016. The rules are silent on this but in practice, the rules
for ACE should apply.
Standards applied in Malaysia or International Standards of Auditing. The rules are silent on this but in practice, the rules
for ACE should apply.
Companies with predominantly foreign-based operations must have at least two independent directors whose principal
or only place of residence is in Malaysia and at least one of these directors must be a member of the company’s audit
committee.
© 2020 Crowe Malaysia PLT 11
2.3 Listing of Special Purpose Acquisition Companies (“SPAC”)
The listing process is shown below and the time frame from submission of the listing documents to the Securities Commission until actual listing can be up to 7
months.
The diagrams below are obtained from Bursa Malaysia’s website and publications.
Bursa
© 2020 Crowe Malaysia
Malaysia PLT 13
2.4 Listing process (cont’d)
The timeline below gives you an estimated indication of the duration of your listing process from start to finish:
T+11 weeks T+21 weeks T+25 weeks T+26 weeks T+28 weeks
• Finalisation of IPO • Public exposure of • Updating of Prospectus • Prospectus launch • Allocation of shares
proposal Prospectus • Registration & lodgment • Roadshows & • Trading commences
• Preparation of • Addressing queries of Prospectus bookbuilding exercise
valuation report (if from regulators • Pre-marketing
required) • Visit by regulators to commences
• Drafting of submission the company’s
documents & business premises
Prospectus • Evaluation & approval
by regulators
= Valuation of your company (say RM80 mil) x % sold to the public (say 25%)
Amount raised
= RM20 million
Valuation = PE ratio (say 8 times) x profit after tax (say RM10 mil) = RM80 million
The proceeds of the IPO can flow either to your company or to the shareholders of your company depending on whether the sale of shares to
the public is a public issue or an offer for sale. In a public issue, your company will be issuing new shares to the public, in which event, the
proceeds from the new issue will flow to your company. However, if the shares to be sold to the public are from the existing shareholders who
wish to sell down their existing shareholding, the proceeds from the offer for sale will flow to the shareholders of your company.
Proceeds flowing = new issue of shares (say 6 million shares) x IPO share price (say RM2 each)
to your company = RM12 million
Proceeds flowing
= offer for sale (say 4 million shares) x IPO share price (say RM2 each)
to the shareholders
= RM8 million
of your company
In most cases, IPO would involve public issue solely or a combination of both public issue and offer for sale. It is very rare for the IPO to
consist solely of offer for sale.
of listing?
The costs of listing depend on a number of factors which are principally the size of the listing and the market listed on. A summary of the main
costs involved are as follows:
4.1 Expenses
Approximate minimum fees RM4+ million RM3 mil to RM4 mil RM1 mil to RM2 mil
5. Valuer To value the properties of the listing candidate, if applicable Yes Yes Yes
Independent market To perform an independent market research on the business Yes in practice but not
6. Yes Yes
researcher of the listing candidate stipulated in the Listing Rules
To manage the secretarial records and registers of the listed
7. Company secretary Yes Yes Yes
company
To act as the lead underwriter and marketing agent for large
8. Book running agent Maybe Not likely No
IPOs
To sell the IPO shares privately to the placement agent’s
9. Placement agent Maybe Maybe Maybe
clients
in 2019
Performance stats in
Company information Shares for sale Listing info Share price info IPO costs vs funds raised Others
prospectus / info memo
Revenue PAT
PE based
Issued Financial RM'000 RM'000 Share EPS (PAT Market IPO
Issue on issue Gain/(Los
Public Offer for Pte Total shares capital year before in yr in yr price on before IPO cap after Proceeds costs / RA &
No Company Nature of business Market Listing date price price & s) on IPO costs
issue sale placement sold ('000 IPO before before listing / enlarged listing from IPO funds auditors
RM enlarged listing (%)
units) (audited) IPO IPO day cap) (RM'000) raised
cap
(audited) (audited)
ASTRAMINA Manufacturing and
1 GROUP trading of food - - 28,000,000 28,000,000 LEAP 272,163 03-Dec-19 28.02.2019 0.23 0.28 0.0147 15.65 21.74% 76,206 600,000 9%
16,229 4,000 6,440,000
BERHAD ingredients
SOLARVEST
Solar EPCC
2 HOLDINGS 98,828,000 - - 98,828,000 ACE 390,624 26-Nov-19 31.03.2019 0.35 0.755 0.0285 12.30 115.71% 294,921 3,400,000 10%
contractor 112,201 11,118 34,589,800
BERHAD
SPRING ART
Manufacturing and
3 HOLDINGS 97,687,000 27,019,000 - 124,706,000 ACE 415,687 08-Nov-19 31.12.2018 50,382 6,229 0.25 0.25 0.0150 16.68 0.00% 103,922 3,200,000 10%
trading of furniture 31,176,500
BERHAD
AME ELITE
Construction of large
4 CONSORTIUM 85,423,000 42,711,800 - 128,134,800 Main 427,115 14-Oct-19 31.03.2019 339,013 50,989 1.3 1.55 0.1194 10.89 19.23% 662,028 10,000,000 166,575,240 6%
manufacturing plants
BERHAD
IDB Provision of Property
5 TECHNOLOGIES Management - - 50,000,000 50,000,000 LEAP 500,000 08-Oct-19 30.06.2018 3,906 959 0.07 0.09 0.0019 36.50 28.57% 45,000 800,000 3,500,000 23% Crowe
BERHAD Services solutions
Manufacture bakery
SDS GROUP products and
6 104,296,800 - 104,296,800 ACE 405,824 07-Oct-19 31.03.2019 187,129 7,854 0.23 0.255 0.0194 11.88 10.87% 103,485 3,200,000 23,988,264 13% Crowe
BERHAD operating F&B -
outlets
GPP Produce renewable
7 RESOURCES energy and oil palm - - 15,600,000 15,600,000 LEAP 155,118 04-Oct-19 31.12.2018 26,870 1,655 0.28 0.295 0.0107 26.24 5.36% 45,760 1,550,000 4,368,000 35%
BERHAD trunk from biomass
MTAG GROUP Printing of labels and
8 136,323,500 68,161,500 - 204,485,000 ACE 681,617 25-Sep-19 30.06.2018 187,465 0.53 0.44 0.0697 7.60 -16.98% 299,911 3,800,000 108,377,050 4%
BERHAD stickers 47,507
Manufacturing of
9 MMIS BERHAD precision engineering - - 50,000,000 50,000,000 LEAP 500,000 06-Sep-19 30.06.2018 17,016 4,114 0.10 0.125 0.0082 12.15 25.00% 62,500 1,000,000 5,000,000 20%
parts
ENEST GROUP Processing of edible
10 - - 50,000,000 50,000,000 LEAP 465,000 07-Aug-19 31.12.2018 14,654 3,064 0.08 0.1 0.0066 12.14 25.00% 46,500 1,000,000 4,000,000 25%
BERHAD bird’s nests
Performance stats in
Company information Shares for sale Listing info Share price info IPO costs vs funds raised Others
prospectus / info memo
Revenue PAT
PE based
Issued Financial RM'000 RM'000 Share EPS (PAT Market IPO
Issue on issue Gain/(Los
Public Offer for Pte Total shares capital year before in yr in yr price on before IPO cap after Proceeds costs / RA &
No Company Nature of business Market Listing date price price & s) on IPO costs
issue sale placement sold ('000 IPO before before listing / enlarged listing from IPO funds auditors
RM enlarged listing (%)
units) (audited) IPO IPO day cap) (RM'000) raised
cap
(audited) (audited)
Processing,
TASHIN
manufacturing and
11 HOLDINGS 59,329,000 55,489,000 - 114,818,000 ACE 348,991 01-Aug-19 31.12.2018 260,545 11,281 0.58 0.485 0.0323 17.94 -16.38% 169,261 3,200,000 66,594,440 5%
trading of steel
BERHAD
products
Manufacturing of
BABA ECO
flower pots,
12 GROUP - - 27,500,000 27,500,000 LEAP 224,720 22-Jul-19 31.10.2017 25,416 3,395 0.13 0.16 0.0151 8.60 23.08% 35,955 950,000 3,575,000 27%
gardening
BERHAD
accessories, etc
Precision sheet
14 UWC BERHAD 70,000,000 33,015,000 - 103,015,000 Main 366,800 10-Jul-19 31.07.2018 0.82 1.4 0.0851 9.63 70.73% 513,520 4,416,000 84,472,300 5%
metal fabrication 136,495 31,224
Performance stats in
Company information Shares for sale Listing info Share price info IPO costs vs funds raised Others
prospectus / info memo
Revenue PAT
PE based
Issued Financial RM'000 RM'000 Share EPS (PAT Market IPO
Issue on issue Gain/(Los
Public Offer for Pte Total shares capital year before in yr in yr price on before IPO cap after Proceeds costs / RA &
No Company Nature of business Market Listing date price price & s) on IPO costs
issue sale placement sold ('000 IPO before before listing / enlarged listing from IPO funds auditors
RM enlarged listing (%)
units) (audited) IPO IPO day cap) (RM'000) raised
cap
(audited) (audited)
MATRIX
PARKING Managing and
21 - - 20,000,000 20,000,000 LEAP 200,001 10-Jun-19 31.12.2017 8,669 917 0.13 0.17 0.0046 28.35 30.77% 34,000 700,000 2,600,000 27%
SOLUTION operating carparks
HLDGS BHD
Provision of erosion
FIBROMAT (M)
22 control products and - - 21,600,000 21,600,000 LEAP 216,000 30-May-19 31.12.2018 0.29 0.32 0.0133 21.85 10.34% 69,120 1,200,000 6,264,000 19%
BERHAD 61,278 2,867
solutions
LEONG HUP Producers of poultry,
23 INTERNATIONA eggs and livestock 250,000,000 687,500,000 - 937,500,000 Main 3,650,000 16-May-19 31.12.2018 5,746,572 246,753 1.1 1.1 0.0676 16.27 0.00% 4,015,000 34,308,000 1,031,250,0 3%
L BERHAD feed 00
TT VISION Manufacturing of
21.03.2018 -
24 HOLDINGS machine vision - - 40,000,000 40,000,000 LEAP 383,500 09-May-19 28,538 0.18 0.21 0.0073 24.64 16.67% 80,535 1,200,000 7,200,000 17%
31.12.2018 2,802
BERHAD equipment
SMILE-LINK
Provision of private
HEALTHCARE
25 dental healthcare - - 94,962,000 94,962,000 LEAP 949,620 23-Apr-19 31.12.2017 25,121 3,705 0.11 0.125 0.0039 28.19 13.64% 118,703 1,000,000 10,445,820 10%
GLOBAL
services
BERHAD
EQUITIESTRAC Provision of equity
22.05.2018 - No
26 KER HOLDINGS investment research - - 42,000,000 42,000,000 LEAP 245,530 07-Mar-19 - (0.03) 0.17 0.165 0.0000 -2.94% 40,512 1,000,000 7,140,000 14%
31.12.2018 earnings
BERHAD platforms
SUPREME
Distribution of frozen
CONSOLIDATE
27 meat, chilled food, - - 13,140,000 13,140,000 LEAP 16-Jan-19 30.09.2018 134,854 4,088 0.5 0.62 0.0341 14.68 24.00% 74,400 1,100,000 6,570,000 17% Crowe
D RESOURCES 120,000
etc.
BERHAD
UNI WALL APS
Provision of building
28 HOLDINGS - - 45,700,000 45,700,000 LEAP 15-Jan-19 31.12.2018 17,311 5,118 0.16 0.22 0.0140 11.43 37.50% 80,454 800,000 7,312,000 11%
façade services 365,700
BERHAD
GAGASAN NADI Building construction
29 CERGAS and property 140,000,000 60,000,000 - 200,000,000 ACE 753,000 08-Jan-19 31.12.2017 212,511 50,189 0.3 0.305 0.0667 4.50 1.67% 229,665 5,000,000 60,000,000 8% Crowe
BERHAD development
DPI HOLDINGS Manufacturing of
30 126,560,000 - - 126,560,000 ACE 486,731 07-Jan-19 31.05.2018 50,293 15,160 0.25 0.27 0.0311 8.03 8.00% 131,417 3,800,000 31,640,000 12% Crowe
BERHAD aerosol products
Crowe Malaysia is glad to be of service to you in your IPO. We are able to act in the following capacities:
a) LEAP Adviser to list a company on the LEAP Market c) Reporting Accountants for an IPO
Crowe Advisory Sdn Bhd is an Approved Advisor for the LEAP Market of the As ‘Reporting Accountants’, we provide assurance on the reliability of
Bursa Malaysia. As an Approved Advisor, we are authorized to carry out both financial information disclosed in IPO documents prepared for submission to
initial listing activities and post-listing activities for IPOs on the LEAP market. This Bursa Malaysia and the Securities Commission of Malaysia. The submission
authorization includes submitting IPO applications to the Bursa Malaysia and documents take the form of an Information Memorandum for the LEAP
advising companies for such IPOs. Market and a Prospectus for the Main and ACE Market.
b) IPO adviser to advise on preparing a company for an IPO d) External auditors of the IPO company
Embarking on the journey from being a private company to becoming a publicly Generally, all companies are required to circulate their financial statements to
listed one can be exciting but complex. With strategies to consider, procedures to shareholders within 6 months from their financial year end and file their
follow, tasks to complete and decisions to be made at every turn, having trusted audited financial statements with the Companies Commission of Malaysia
consultants whom you can count on every step of the way will be a deciding within thirty days thereafter. Companies which are listed on Bursa Malaysia
factor on whether your IPO will make or break. have additional requirements to file their audited financial statements and
As the number one IPO leader in Malaysia with over 20 years’ experience in annual reports with the Companies Commission of Malaysia and Bursa
successful IPO executions, Crowe Malaysia has assisted public and private Malaysia within 4 months of their financial year end.
company clients in reaching their goals through audit, tax, advisory, risk, and Crowe Malaysia is uniquely positioned to assist clients to comply with these
performance services. We are ready to help you overcome the hurdles to audit requirements. With 13 offices throughout Malaysia, and our position as
becoming a public listed company on the road of the long and demanding IPO the 5th largest accounting firm with more than 1,300 employees, we have the
process. resources, industry knowledge and experience to conduct audits of
companies in different industries with multiple business locations, and of
different sizes and complexity.
e) Internal auditors for internal audits and Enterprise Risk Management of the
IPO company (if Crowe Malaysia are not the external auditors)
Internal audit is an important corporate function to deter corporate fraud and to assess
whether company policies and procedures are being followed. Internal audit is a mandatory
requirement for all companies listed on the Bursa Malaysia (Malaysian Stock Exchange).
Such audits can be conducted in-house or outsourced to a firm such as Crowe Malaysia. In
some cases, internal audit may be co-sourced where both the company’s own internal audit
team and Crowe Malaysia work collaboratively to perform internal audits so as to leverage
off Crowe Malaysia’s deep expertise.
One of the key requirements of the Malaysian Code on Corporate Governance is for the
Board to establish an effective risk management and internal control framework, disclose the
key features of the framework and the adequacy and effectiveness of the framework. At
Crowe, we help clients develop the framework by identifying significant risks affecting the
organization, assessing the risks and developing controls to mitigate and manage these
risks. In addition, we can review existing internal control frameworks to assess whether they
are still adequate and effective to comply with regulatory requirements, and accordingly,
provide our recommendations to address any gaps noted.
James Chan Lee Kok Wai Onn Kien Hoe Chin Kit Seong
Partner, Partner, Partner, Partner,
Audit Audit Corporate Advisory Audit
Crowe Malaysia PLT Crowe Malaysia PLT is the 5th largest accounting firm in Malaysia and an independent member of
Level 16, Tower C Crowe Global. The firm in Malaysia has 14 offices, employs over 1,300 staff, serves mid-to-large
Megan Avenue 2 companies that are privately-owned, publicly-listed and multinational entities, and is registered with the
12, Jalan Yap Kwan Seng Audit Oversight Board in Malaysia and the Public Company Accounting Oversight Board in the US.
50450 Kuala Lumpur
Malaysia
About Crowe Global
Tel. +603 2788 9999
info@crowe.my
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accounting and advisory firms in 130 countries. For almost 100 years, Crowe has made smart decisions
for multinational clients working across borders. Our leaders work with governments, regulatory bodies
and industry groups to shape the future of the profession worldwide. Their exceptional knowledge of
business, local laws and customs provide lasting value to clients undertaking international projects.
www.crowe.my
This communication is prepared and issued by Crowe Malaysia PLT, it is meant for general information purposes only and it is not intended to be professional advice. Recipients should not act upon this communication and please consult qualified advisors for professional advice
and services. Crowe Malaysia PLT or any of Crowe’s entities will not be responsible for any loss or consequences of anyone acting in reliance on this communication or for decisions made based on this communication.
Crowe Malaysia PLT is a member of Crowe Global, a Swiss verein. Each member firm of Crowe is a separate and independent legal entity. Crowe Malaysia PLT and its affiliates are not responsible or liable for any acts or omissions of Crowe or any other member of Crowe and
specifically disclaim any and all responsibility or liability for acts or omissions of Crowe or any other Crowe member.
© 2020 Crowe Malaysia PLT