Malaysia Securities Commission issues new guidelines tightening disclosure, conduct and reporting for unlisted public company share offers

The Malaysia Securities Commission has issued new Guidelines on Offer of Shares by Unlisted Public Companies, replacing its 2021 guidelines for offers to sophisticated investors, to strengthen investor protection and market integrity in unlisted public company (UPC) share offerings. The Guidelines take effect on 28 March 2025 and respond to concerns about the quality of information memoranda, including unrealistic return claims, inadequate risk disclosure, and instances of offers intended for sophisticated investors being marketed to retail investors without a prospectus. Key changes include mandatory pre-offer consultation with the SC and appointment of a corporate finance adviser, minimum prescribed content for the information memorandum, and an 18-month validity period from commencement of the offering. Conduct obligations apply to the corporate finance adviser, UPC boards, and any agents marketing the shares, as well as Shariah advisers for Shariah-compliant share offerings. The framework also introduces quarterly post-issuance update reporting and annual auditor verification of actual use of proceeds, and sets out how ongoing offerings that began before the effective date will be treated.