2026-04-06
The Securities Commission issued revised guidelines on 30 March 2026 to facilitate the issuance of private debt notes and Islamic private debt notes by private companies to specific persons. The amendments expand Part 5 to cover a broader range of debt instruments, insert definitions for private companies and debt notes, and clarify eligibility criteria and exemption requirements for issuers. Additional changes include new provisions on the utilization of proceeds, lodgement acknowledgements, withdrawal notices, and the Securities Commission's power to issue directives.
SUMMARY OF AMENDMENTS REVISED GUIDELINES ON UNLISTED CAPITAL MARKET PRODUCTS UNDER THE LODGE AND LAUNCH FRAMEWORK (Date of Issuance: 30 March 2026) The following table provides a summary of key amendments to the revised Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework (Guidelines) issued on 30 March 2026: A. Overview
SUMMARY OF AMENDMENTS REVISED GUIDELINES ON UNLISTED CAPITAL MARKET PRODUCTS UNDER THE LODGE AND LAUNCH FRAMEWORK (Date of Issuance: 30 March 2026) B. Amendment to specific paragraphs No. Prior to 30 March 2026 Revised Version Dated 30 March 2026 Comments Section B – Specific Requirements 2. PART 5: CONVERTIBLE NOTES AND ISLAMIC CONVERTIBLE NOTES TO SPECIFIC REGISTERED PERSONS Part 5: PRIVATE DEBT NOTES AND ISLAMIC PRIVATE DEBT NOTES “Convertible Notes and Islamic Convertible Notes” amended to “Private Debt Notes and Islamic Private Debt Notes” to facilitate the issuance of other debt instruments in addition to convertible notes and Islamic convertible notes. Where previously only applicable to convertible notes and Islamic convertible notes, Part 5 has now been expanded to cover a broader range of debt instruments, including both convertible notes and non-convertible notes; which fall under the newly defined term of "private debt notes and Islamic private debt notes". Chapter 1: General 3. Paragraph 1.01 Paragraph 1.01 Amended to clarify the type of entity for which private debt notes and Islamic private debt notes may be issued to, to qualify for the exemption. Where previously only applicable to persons registered with the SC under the Guidelines on the Registration of Venture Capital and Private Equity Corporations and Management Corporations, Part 5 has now been expanded to include other specified licensed and registered persons.
SUMMARY OF AMENDMENTS REVISED GUIDELINES ON UNLISTED CAPITAL MARKET PRODUCTS UNDER THE LODGE AND LAUNCH FRAMEWORK (Date of Issuance: 30 March 2026) B. Amendment to specific paragraphs No. Prior to 30 March 2026 Revised Version Dated 30 March 2026 Comments Chapter 2: Structure 4. Paragraph 2.01 Paragraph 2.01 Amended to clarify the eligibility criteria for exemption in respect of issuance and offering of private debt notes and Islamic private debt notes. 5. - Paragraph 2.03 New paragraph inserted to require issuers to ensure that proceeds are utilised in accordance with disclosures made. Chapter 3: Lodgement 6. - Chapter 3.04A New paragraph inserted to require issuers to furnish the relevant registered VC/PE firms or licensed fund management companies with a copy of the lodgement acknowledgement receipt. 7. Paragraph 3.05 Paragraph 3.05 Amendment made to clarify the period within which an issuer must submit a withdrawal notice to the SC if the private debt notes or Islamic private debt notes are not issued after lodgement within the prescribed period. Section C – Powers of the SC Chapter 1: Power of the SC to Issue Directives 8. - Paragraphs 1.01 – 1.03 New paragraphs inserted to provide for SC’s issuances of directives. Page 2 of 2