8 May, 2016
Survey of ASEAN Regulations
Applicable Regulatory Body and Market Information
- Securities and Exchange Commission of Myanmar (“SEC”)
- Yangon Stock Exchange Joint-Venture Company Limited
- Yangon Stock Excxhange opened 09/12/15.
- No companies listed currently. An initial 6 companies may be listed in early 2016.
Securities Offering and/or Registration and Exemption Requirements
Under the Securities Exchange Law20 2013, a public company making a public offering21 of marketable securities is required to submit the requisite process documents to SEC and obtain SEC’s approval for the public offering. Such process documents include the prospectus, memorandum and articles of association, audited nancial statements for the preceding 2 nancial years and other information prescribed by the SEC.
The public company is also required to make public a prospectus containing important company information together with its memorandum and articles of association.
Under the Securities Exchange Law 2013 and the Securities Exchange Rules 2015, there are no exemptions from the above requirements.
Marketing of Securities Where Issuer/Sponsor Offshore and Investor Onshore
There is no provision in the Securities Exchange Law 2013 or the Securities Exchange Rules 2015 for the marketing of securities where the issuer/sponsor is offshore and the investor is onshore.
Need to Engage Onshore Sponsor, Licensed Placement or Other Distribution Agent
There is no provision in the Securities Exchange Law 2013 or the Securities Exchange Rules 2015 under which the issuer is required to engage an onshore sponsor, licensed placement or other distribution agent.
Legends or Other Disclosure Requirements on Offering Materials
There is no mandatory health warning legend or disclosure prescribed under the Securities Exchange Law 2013 or Securities Exchange Rules 2015. However, this is subject to any disclosure that may be prescribed by the SEC from time to time.
Other Relevant Considerations
The Yangon Stock Exchange is targeted to commence operations in late 2015.
The Securities Exchange Law 2013 provides that the SEC has the power to specify additional conditions pertaining to the issuance of marketable securities.
To view the complete guide, please click here.
20 The definitions of certain terms such as “public company” and “prospectus” are set out in the Myanmar Companies Act 1914 (which is in the process of being revised and updated) instead of the Securities Exchange Law 2013. “Public company” is de ned in the Companies Act 1914 instead of the Securities Exchange Law 2013 and means a company incorporated under the Companies Act 1914 or under the Indian Companies Act 1882, the Indian Companies Act 1866, or under any Act repealed thereby, which is not a private company. “Private company” is de ned in the Companies Act 1914 to mean a company which by its articles: (a) restricts the right to transfer the shares, if any, (b) limits the number of its members to fty not including persons who are in the employment of the company and (c) prohibits any invitation to the public to subscribe for the shares, if any, or debentures of the company, Provided that where two or more persons hold one or more shares in a company jointly they shall, for the purposes of this de nition, be treated as a single member.
21 There is no de nition of “public offer” or “public” under the Securities Exchange Law 2013, the Securities Exchange Rules 2015 or the Companies Act 1914.
For further information, please contact:
Eng Beng SC, Partner, Rajah & Tann
eng.beng.lee@rajahtann.com
