1 May, 2019
On 15 April 2019, Bursa Malaysia Berhad issued Consultation Paper No. 1/2019 to seek public feedback on the proposed amendments to the Rules of Bursa Malaysia Depository Sendirian Berhad (“Bursa Depository”) and the Main Market and ACE Market Listing Requirements to facilitate listed corporations’ migration towards a “dematerialisation” environment.
“Dematerialisation” represents a scripless environment where there will not be any physical share certificate or other document issued as evidence of title to, or ownership of securities. In a “dematerialisation” environment, the legal ownership of listed securities will be evidenced by the register of members maintained by a listed issuer and the record of depositors maintained by Bursa Depository. The background to the proposed amendments is the current position in the Companies Act 2016 where a company’s register of members is prima facie evidence of shareholders’ legal title in the shares vested in them. Additionally, a company is no longer required to issue a share certificate unless an application has been made by a shareholder or otherwise provided by its constitution.
The proposed key amendments under Consultation Paper No. 1/2019 include, amongst others:
Rules of Bursa Depository
i. removing references to scrips, where relevant, and the requirement to deposit a jumbo certificate bearing the name of Bursa Malaysia Depository Nominees Sdn Bhd;
ii. simplifying the process in relation to the deposit of securities with Bursa Depository by doing away with the prescribed deposit request forms and transfer forms; and
iii. introducing “transitional provisions” to deal with the existing scrips that are deposited with Bursa Depository where the same will be returned to the respective issuers / company registrars for cancellation.
Listing Requirements
i. requiring a listed corporation to include in its constitution, a provision stating that the listed corporation shall not issue, and its member shall not apply for, any certificate evidencing title or ownership in respect of listed securities deposited with Bursa Depository; and
ii. removing provisions relating to the form and content of share certificates and the requirement to submit specimen share certificates as part of the listing application for Malaysian incorporated listed companies.
The deadline to provide any feedback on the proposed amendments is 24 May 2019.
For further information, please contact:
Cheryl Liew Xin Yi, Shearn Delamore & Co
cheryl.liew@shearndelamore.com
