IPO: Prospectus disclosure
Today’s post is about disclosure in prospectus for IPO. It is almost inevitable that advisers would discover some non-compliance relating to the companies undertaking IPO exercises or their subsidiaries in the course of due diligence. In addition to rectifying the non-compliance, consideration should also be given as to whether the non-compliance need to …
ECM lawyer, “What is the first thing you learn?”
We hear it all the time. Lawyers always look for what may go wrong. It’s probably how we are trained. Ask any IPO lawyer or ECM lawyer, “What is the first thing you learn?” The answer is probably something along the following line: All information in prospectus/ circular/ submission to …
Terms of preference shares
Some of the key terms of preference shares to consider include: 1. Number of preference shares to be issued 2. Issuance price 3. Dividend -Rate of dividend -Whether dividend is cumulative -Time for dividend payment 4. Tenure of preference shares Whether the preference shares will be converted to ordinary shares …
Why do companies issue preference shares?
Some companies prefer to raise funds by issuing preference shares instead of issuing ordinary shares or getting loans for the following reasons: 1. Issuance of preference shares allows the companies to raise funds without affecting the voting powers of the existing ordinary shareholders. Unlike ordinary shares, preference shares carry limited …
Verification process in ECM corporate exercise
One of the earliest lessons I have learned as an equity capital markets lawyer is this: Submission documents must not contain any statement or information which is false or misleading or from which there is a material omission. Being provided with information at the eleventh hour just before a prospectus or circular …
Considerations for share capital reduction
A company may reduce its share capital by either of the following methods unless provided otherwise in its constitution: (i) A special resolution and confirmation by the Court (“Court Confirmation Procedure“); or (ii) A special resolution supported by a solvency statement in accordance with section 117 of the Companies Act …
Indirect interest in IPO
The Prospectus Guidelines require disclosure of the principal business activities performed by directors, key senior management and key technical personnel (each a “Relevant Person”) of a corporation which intends to be listed on Bursa Malaysia (Listco), outside the Listco. Typically, there is a column for disclosure of their indirect shareholding or indirect equity interest in corporations outside the Listco, …
How to reduce stress on completion of corporate exercise
As a corporate finance lawyer, it is common to have to review several rounds of draft announcement for corporate exercises at short notice. Rushing through lunch or being called in the middle of a meeting to review a draft announcement is also quite common. Public listed companies are required to …
Factors to consider for appointment of independent director
The following are some factors to consider when selecting candidates to be independent directors of a public listed company in Malaysia • Whether the proposed independent director complies with the requirements within the “independent director” definition in Chapter 1 of the Listing Requirements, read together with PN 13 of the …
Consider this before IPO
Prior to a company undertaking an IPO, its stakeholders should understand the implication of being a public listed company (“PLC”) and consider whether being listed is right for the company. Consider the following: • Business owners would no longer have total control of a company once it is listed. Certain …