LISTING ON BURSA MALAYSIA
Companies that are considering listing on Bursa Malaysia can find all the necessary information here.
For Listing enquries, please email listing@bursamalaysia.com.
Listing Criteria
Bursa Malaysia offers a choice of three markets to companies seeking for listing in Malaysia:
- Main Market is a prime market for established companies that have met the standards in terms of quality, size and operations. Potential issuers for the Main Market must demonstrate that they have achieved minimum profit track record or minimum size measured by market capitalization;
- ACE Market is a sponsor-driven market designed for companies with growth prospects. It was formerly known as the MESDAQ Market prior to 3 August 2009. Sponsors must assess suitability of the potential issuers, taking into consideration attributes such as business prospects, corporate conduct and adequacy of internal control.
Main Market and ACE Market provide companies with greater visibility via the capital market and a clearly defined platform to raise funds from both institutional and retail investors; and - LEAP Market is an adviser-driven market which aims to provide emerging companies, including small- and medium-sized enterprises with greater fund raising access and visibility via the capital market. It is accessible only to sophisticated investors (as prescribed under the Capital Markets and Services Act 2007).
The summary of the relevant listing criteria is as follows:-
Notes:
- The Securities Commission Malaysia's Equity Guidelines for Main Market is available here.
- The Bursa Malaysia Listing Requirements for Main Market is available here.
- The Bursa Malaysia Listing Requirements for ACE Market is available here.
- The Bursa Malaysia Listing Requirements for LEAP Market is available here.
- The Securities Commission Malaysia's Prospectus Guidelines is available here.
Primary Listing of Local or Foreign Companies
- Quantitative Criteria
Aspect Main Market ACE Market LEAP Market Quantitative Admission Criteria - Profit Test
- 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 prior to submission.
- Market Capitalisation Test
- A total market capitalisation of at least RM500 million upon listing; and
- Incorporated and generated operating revenue for at least one full FY prior to submission.
- Infrastructure Project Corporation Test
- Must have the right to build and operate an infrastructure project in or outside Malaysia, with project costs of not less than RM500 million; and
- The concession or licence for the infrastructure project has been awarded by a government or a state agency, in or outside Malaysia, with remaining concession or licence period of at least 15 years from the date of submission.
No minimum operating track record or profit requirement. No minimum operating track record or profit requirement. Public Spread - At least 25% of the company’s total number of shares; and
- Minimum of 1,000 public shareholders holding not less than 100 shares each.
- At least 25% of the company’s total number of shares; and
- Minimum of 200 public shareholders holding not less than 100 shares each.
At least 10% of the company’s total number of ordinary shares at admission. Bumiputera Equity Requirement* Allocation of 50% of the public spread requirement to Bumiputera investors at the point of listing. No requirement at the point of listing.
Allocation of 12.5% of the enlarged share capital to Ministry of International Trade and Industry (MITI)-recognised Bumiputera investors.
- within 1 year after achieving Main Market profit track record, or
- 5 years after being listed on ACE Market,
whichever is the earlier.
No requirement at the point of listing. *Companies with MSC status, BioNexus status and companies with predominantly foreign-based operations are exempted from the Bumiputera equity requirement.
- Profit Test
- Qualitative Criteria
Aspect Main Market ACE Market LEAP Market Sponsorship Not applicable. - Engage a Sponsor to assess the suitability for listing.
- Sponsorship is required for at least 3 full FY post listing and the Sponsor who submitted the listing application must act as the Sponsor for at least 1 full FY following upon admission.
- ACE Market corporations that have met the Main Market admission criteria: sponsorship is for one full FY.
- Engage an Approved Adviser to assess the suitability for listing.
- Secure and maintain a Continuing Adviser for at least 3 years post listing and the Approved Adviser who submitted the listing application must act as the Continuing Adviser for at least 1 FY upon admission.
Core Business An identifiable core business which it has majority ownership and management control.
Core business must not be holding of investment in other listed companies.
Core business must not be holding of investment in other listed companies. A clearly identifiable core business. Management Continuity and Capability Continuity of substantially the same management for at least 3 full FY prior to submission; or
For market capitalisation test or infrastructure project corporation test, since the commencement of operations (if less than 3 full FY).
Continuity of substantially the same management for 3 full FY prior to submission or since its incorporation (if less than 3 full FY). Not applicable. Financial Position & Liquidity - Sufficient level of working capital for at least 12 months from the date of prospectus;
- Positive cash flow from operating activities for listing via profit test and market capitalisation test; and
- No accumulated losses based on its latest audited financial statements for listing via profit test.
Sufficient level of working capital for at least 12 months from the date of prospectus. Not applicable. Moratorium on Shares Promoters’ entire shareholdings for 6 months from the date of admission.
Subsequent sell down with conditions for companies listed under infrastructure project corporation test.
Promoters’ entire shareholdings for 6 months from the date of admission.
Subsequently, at least 45% must be retained for another 6 months and thereafter, further sell down is allowed on a staggered basis over a period of 3 years.
Promoters of ACE Market corporations that have met the Main Market admission criteria: 6 months from the date of admission.
Promoters’ entire shareholdings for 12 months from the date of admission.
Subsequently, at least 45% must be retained for another 36 months.
Transaction with Related Parties Must be based on terms and conditions which are not unfavourable to the company.
All trade debts exceeding the normal credit period and all non-trade debts, owing by the interested persons to the company or its subsidiary companies must be fully settled prior to listing.
Must be based on terms and conditions which are not unfavourable to the company.
All trade debts exceeding the normal credit period and all non-trade debts, owing by the interested persons to the company or its subsidiary companies must be fully settled prior to listing.
Must be based on terms and condition which are not unfavourable to the company.
All trade debts exceeding the normal credit period and all non-trade debts, owing by the interested persons to the company or its subsidiary companies must be fully settled prior to listing.
Additional Requirements for: Mineral, Oil and Gas Exploration and Extraction Corporations or Assets. Sufficient level of working capital for at least 18 months from the date of prospectus. Not applicable. Not applicable. Type of Investors Public. Public. Sophisticated Investors only (as prescribed under the Capital Markets and Services Act 2007).
Primary Listing of Foreign Companies
- Additional Criteria
Aspect Main Market & ACE Market Place of Incorporation - From a jurisdiction with standards of laws and regulations equivalent to those in Malaysia, particularly with respect to:
- corporate governance;
- shareholders and minority interest protection; and
- regulation of take-overs and mergers.
- The company making variations to its constituent documents to provide those standards (if the jurisdiction does not provide comparable standards above and such variations are possible).
Approval of Regulatory Authorities of Foreign Jurisdiction Prior approval of all relevant regulatory authorities of the jurisdiction(s) in which it is incorporated or carries out its core business operations before issuing its prospectus. Registration Must be registered as a foreign company under the Companies Act 2016. Accounting Standards Standards in accordance with the Financial Reporting Act 1997, which include International Accounting Standards. Auditing Standards Standards applied in Malaysia or International Standards in Auditing. Translation of Documents All documents to be submitted to the authorities (including financial statements), which are in a language other than English, must be accompanied by a certified English translation. Valuation Of Assets Standards applied in Malaysia or International Valuation Standards. Currency Denomination Applicant is required to consult Bursa Malaysia and obtain approval of Bank Negara Malaysia for quotation of securities in a foreign currency. Resident Directors Companies with predominantly Malaysian-based operations must have a majority of directors whose principal or only place of residence is in Malaysia.
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.
- From a jurisdiction with standards of laws and regulations equivalent to those in Malaysia, particularly with respect to:
Secondary Listing of Foreign Companies
- Qualitative Criteria
Aspect Main Market Listing Board Secondary listing is allowed on Main Market only. Additional Listing Criteria In addition to complying with all Additional Criteria for Primary Listing of Foreign Companies, must comply with the following:- - Already have a primary listing on the main market of a foreign securities exchange specified by the Securities Commission Malaysia;
- Fully comply with the listing rules of the said securities exchange; and
- The securities exchange where the applicant is primarily listed must have standards of disclosure rules at least equivalent to those of Bursa Malaysia.
Listing of Special Purpose Acquisition Companies ("SPAC")
- Key Listing Criteria
Aspect Main Market Listing Board SPAC is allowed to be listed on Main Market only. Place of Incorporation Must be incorporated in Malaysia under the Companies Act 2016.
Minimum Fund Raised RM150 million. Management Team Credibility Members of its management team have the experience, qualification and competence to: - Achieve the SPAC’s business objective and strategy disclosed in the prospectus; and
- Perform their individual roles, including understanding of the nature of their obligations and those of the SPAC.
Management Team Ownership Must in aggregate own at least 10% equity interest in the SPAC on the date of its listing. Moratorium on Securities Management team's entire interest from date of listing until completion of the qualifying acquisition.
Upon completion of the qualifying acquisition, sell down is allowed on a staggered basis over a period of two years.
Management of Proceeds Must place at least 90% of the gross proceeds raised in a trust account and may only be released by the custodian upon termination of the trust account.
At least 80% of the amount in trust account to be used for qualifying acquisition.
Qualifying Acquisition Must complete qualifying acquisition within 36 months from the listing date.