2019-08-09

Summary of Key Amendments to the Guidelines on Seasoned Corporate Bonds and Sukuk

The Securities Commission issued revised guidelines effective 19 July 2019 to update eligibility, disclosure, and reporting requirements for seasoned corporate bonds and sukuk. The amendments introduce new duties for eligible distributors to ensure no false or misleading statements occur and mandate specific information in initial and post-distribution notifications. Additionally, the rules clarify quarterly reporting obligations and establish new procedures for declaring non-eligibility and ceasing distribution.

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Page 1 of 4 SUMMARY OF KEY AMENDMENTS TO THE GUIDELINES ON SEASONED CORPORATE BONDS AND SUKUK (Revised: 19 July 2019) The following table provides a summary of key amendments to the Guidelines on Seasoned Corporate Bonds and Sukuk, effective on 19 July 2019:

Prior to 19 July 2019 Revised on 19 July 2019 Remarks

  1. CHAPTER 3 ELIGIBILITY PART 1 ELIGIBILITY
  2. Paragraph 3.03 (e) Paragraph 3.03(e)  Substituted the phrase “were initially issued together with” with “have”.
  3. CHAPTER 5 DISCLOSURE REQUIREMENTS CHAPTER 5 DISCLOSURE REQUIREMENTS
  4. Paragraph 5.01 Paragraph 5.01  Deleted the phrase “on its website”.
    • Paragraph 5.02  Inserted of a new paragraph on disclosure to be made available to investors.
  5. CHAPTER 6 NOTIFICATION AND REPORTING REQUIREMENTS CHAPTER 6 NOTIFICATION AND REPORTING REQUIREMENTS
  6. Paragraph 6.04(b) Paragraph 6.04(b)  Substituted “intended distribution date” to “commencement date of distribution”.
  7. Paragraph 6.07 Paragraph 6.07  Inserted the phrase “which has not been notified to the SC” in the first line.  Inserted the phrase “The notification must be made” at the start of the second line.

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Prior to 19 July 2019 Revised on 19 July 2019 Remarks

    • CHAPTER 7 DUTY OF ELIGIBLE DISTRIBUTOR TO ENSURE NO FALSE AND MISLEADING STATEMENT OR MATERIAL OMISSION  Inserted a new paragraph on Eligible Distributor’s duty to ensure no false or misleading statement or material omission.
  1. Appendix 1 Initial Notification Appendix 1 Initial Notification
  2. Part 1: Registration of Interest To Distribute Seasoned Corporate Bonds or Sukuk Part 1: Registration of Interest To Distribute Seasoned Corporate Bonds or Sukuk
  3. Paragraph 1 Paragraph 1  Inserted the following: The e-mail must contain the following information: i. Name of Eligible Distributor; ii. Company Registration Number; and iii. Type of Licence(s) issued by Bank Negara Malaysia and the SC currently held.
  4. Part 2: Information and Documents to be Submitted to the SC for Initial Notification Part 2: Information and Documents to be Submitted to the SC for Initial Notification
  5. Paragraph 1(a)(vi) Paragraph 1(a)(vi)  Substituted “Remaining tenure (months)” with “Maturity Date”.
  6. Part 3: Declaration by Eligible Distributor (Initial Notification) Part 3: Declaration by Eligible Distributor (Initial Notification)
  7. Paragraph 4 Paragraph 4  Inserted the phrase “after having made all reasonable enquiries, and to the best of our knowledge and belief,”
  8. Appendix 2 Post-Distribution Appendix 2 Post-Distribution

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Prior to 19 July 2019 Revised on 19 July 2019 Remarks

Notification of Any Additional Seasoned Corporate Bonds or Sukuk Notification of Any Additional Seasoned Corporate Bonds or Sukuk 18. Part 1: Information and Documents to be Submitted to the SC for Any Additional Seasoned Corporate Bonds or Sukuk Distributed Part 1: Information and Documents to be Submitted to the SC for Any Additional Seasoned Corporate Bonds or Sukuk Distributed 19. Paragraph 1(a)(vi) Paragraph 1(a)(vi)  Substituted “Remaining tenure (months)” with “Maturity Date”. 20. Part 2: Declaration by Eligible Distributor (Post-Distribution Notification of Any Additional Seasoned Corporate Bonds or Sukuk) Part 2: Declaration by Eligible Distributor (Post-Distribution Notification of Any Additional Seasoned Corporate Bonds or Sukuk) 21. Paragraph 4 Paragraph 4  Inserted the phrase “after having made all reasonable enquiries, and to the best of our knowledge and belief,” 22. Appendix 3 Quarterly Reporting Appendix 3 Quarterly Reporting 23. Part 1: Information and Documents For Quarterly Reporting Part 1: Information and Documents For Quarterly Reporting 24. Paragraph 1(a)(viii) Paragraph 1(a)(viii)  Deleted “and” at the end of the paragraph. 25. Paragraph (b) Paragraph 2.  Amended the requirement for submission of information relating to employees to the SC in the Quarterly Report to in the 4th Quarter Report.  Pursuant to the above, inserted a new phrase “In addition to the information or documents in paragraph 1 above, an Eligible Distributor must submit the following information or documents

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Prior to 19 July 2019 Revised on 19 July 2019 Remarks

in the 4th Quarter Report:” at the start of the paragraph. 26. Paragraph (b) Paragraph 2(a)  Inserted a new phrase “In relation to the”. 27. Paragraph (c) Paragraph 3  Inserted a new phrase “An Eligible Distributor must also submit” at the start of the paragraph. 28. Part 2: Declaration by Eligible Distributor (Quarterly Reporting)* Part 2: Declaration by Eligible Distributor (Quarterly Reporting)* 29. Paragraph (c) Paragraph (c)  Inserted the phrase “after having made all reasonable enquiries, and to the best of our knowledge and belief,” 30. Appendix 4 Appendix 4 31. - Part 2: Declaration of Non￾Eligibility of Seasoned Corporate Bonds or Sukuk  Inserted a new Part 2, sample of declaration to be submitted by Eligible Distributor for non￾eligible corporate bonds and sukuk. 32. Appendix 5 Notification to Cease Distribution of Seasoned Corporate Bonds or Sukuk Appendix 5 Notification to Cease Distribution of Seasoned Corporate Bonds or Sukuk 33. - Paragraph 3  Inserted a new paragraph 3 on reason for cessation. 34. Paragraphs 4 and 5  Consequential renumbering.