Page 32 - SC SCAR 2023 ENGLISH Flipbook

PART 2 REGULATORY PERFORMANCE AND OUTCOMES
RM171.26 billion) and 80% of the nominal value for foreign currency-denominated instruments (sukuk US$40.00 billion; total US$50.00 billion) (Please refer to Table 4A on page 61 for Detailed Statistics).
The SC also received two corporate bonds applications with a nominal amount of RM0.22 billion in 2023, compared to two corporate bonds applications with a nominal amount of RM0.37 billion received in 2022 (Table 5). Both applications had been considered and approved as at year-end (Please refer to Table 5A on page 62 for Detailed Statistics).
TABLE 6
Corporate bonds and sukuk-related documents
TABLE 8
Service charter performance – take-overs and mergers
Measure
Target
Results
2023
2022
Offer documents cleared within 21 calendar days from receipt of take-over offer notice
100%
100%
100%
IACs for take-over offers cleared within 10 calendar days from offer document dispatch date
100%5
100%
Scheme document and independent advice letter for schemes cleared within 35 calendar days from
date of announcement by offeree board to table the resolution for the scheme to shareholders for approval
100%
100%6
No. of documents
2023
2022
Lodgement of trust deed/supplemental trust deed
107
70
Deposit of information memorandum/ lodgement of disclosure document
62
52
Lodgement of product highlights sheet
3
1
Registration of abridged prospectus
2
-
A total of 174 documents were received in 2023 compared to 123 documents received in 2022, representing a 41% increase in corporate bonds and sukuk related documents received by the SC (Table 6).
Take-overs and Mergers
TABLE 7
Take-overs, mergers and compulsory acquisitions
The SC administers the Malaysian Code on Take-overs and Mergers 2016 (Code) and Rules on Take-overs, Mergers and Compulsory Acquisitions (Rules) to ensure that the acquisition of control takes place in an efficient, competitive and informed market. The SC also focuses on the conduct of relevant parties to ensure that shareholders of the offeree company are treated fairly, given the opportunity to decide on the merits of a take-over and are afforded equal treatment by an offeror.
The SC periodically reviews take-over policies to ensure that the requirements provide an orderly framework within which take-overs, mergers and compulsory acquisitions are conducted. To this end, public consultation or engagement with various interest groups are organised to seek feedback.
In 2023, the SC considered a total of 62 applications under the Rules compared to 77 applications in 2022. This was mainly due to the lower number of take-over offers/schemes and exemptions for the mandatory offer obligation pursuant to the whitewash procedures undertaken during the year (Table 7).
Applications and documents considered
2023
2022
Clearance of offer/scheme documents
10
18
Clearance of independent advice circulars (IACs)
13
25
Clearance of whitewash4 circulars
4
3
Applications for exemption from mandatory offer obligation
19
11
Other applications
16
20
TOTAL
62
77
30
SECURITIES COMMISSION MALAYSIA ANNUAL REPORT 2023
4
5 6
Whitewash refers to an exemption from mandatory offer obligation arising from the issuance of new securities, granted by the SC subject to fulfilment of the stipulated conditions including approval from independent holders at a general meeting.
Includes one application where extension of time was granted to submit an IAC to the SC and dispatch the same to shareholders.
Includes one application where extension of time was granted to dispatch the circular and independent advice letter for the scheme.