Frequently encountered issues in IPO
Are there CCC or CF for all properties occupied by the Group? It is an offence under section 70(27) of the Street, Drainage and Building Act 1974 (“Act”) for any person to occupy or permit to be occupied any building or part thereof without a certificate of completion and compliance …
What salient terms to disclose?
When a public listed company or its subsidiary enters into a contract in respect of a transaction which requires the approval of the shareholders of the PLC, the circular must include salient terms of the contract. Some considerations in determining which terms of the contract to be disclosed as salient …
M&A: Change of name
A company which is the subject matter of a sale and purchase transaction may have certain words as part of its name, which are same as the names of other companies incorporated by the same shareholder. Where shares of such company are sold to a buyer who is unrelated to …
What do you mean by indirect interest?
This is a question I often get when seeking information from directors and key senior management on their shareholding to be disclosed in prospectus. The following are situations I usually encounter where a person is deemed to have indirect interest in shares: – A director of a company is deemed …
Sign only if you wish to be bound
It is a common practice in certain sectors where parties enter into a short form agreement, typically a letter of offer or letter of award which requires the parties to enter into an agreement within a specified period of time. The second agreement sets out the detailed terms and conditions. …
M&A: Issues with the assets or company?
A buyer may discover in the course of due diligence that there are issues with the assets or shares which the buyer intends to acquire, such as regulatory approvals required to carry out the business are not in order, non-compliance of conditions of licences or breach of terms of contracts. …
For the minority shareholders
When parties come together to carry out business, shareholders’ agreement is important, even more so for the minority shareholders. Where a shareholder can influence matters relating to the company more than the other shareholder, one way for the minority shareholder to protect his interest is for the shareholders’ agreement to …
IPO in the era of COVID-19
Companies which intend to undertake IPO during the COVID-19 pandemic may need to disclose the impact of COVID-19 on their business and operations in prospectus. Some of the additional disclosure in prospectus during the COVID-19 pandemic may include: – whether the pandemic and the movement control order (MCO) imposed by …
Regulatory changes for ACE Market IPO
Bursa Malaysia Securities Berhad (“Bursa Securities”) has assumed the functions of prospectus review and registration in respect of ACE Market initial public offering (“IPO”) and listing from the Securities Commission Malaysia (“SC”) since 1 January 2022. The following laws and guidelines have been amended to facilitate the migration of the …
A practical consideration for Business Day
When parties carry out their obligations under an agreement, they may be able to carry out the obligations only on a working day. This is usually achieved by providing in the agreement that the obligations would be done on a “Business Day”. A typical definition of “Business Day” provides that …