Rights Issue Made Easier For Companies To Raise Funds

Companies are allowed to proceed with their proposed rights issue once the controlling shareholders are giving the irrevocable undertaking to subscribe for their full entitlement.

Companies could undertake the cash call even in the scenario that minority shareholders give it a cold shoulder.

Both the Securities Commission Malaysia (SC) and Bursa Malaysia have announced a temporary relief measure allowing eligible listed issuers to obtain mandated shareholder approval at a general meeting to undertake rights issue exercises.

“As a result of the pandemic and the Movement Control Order, many listed issuers are facing operational challenges, including raising working capital and repaying bank borrowings.

“An expedited process for rights issues will enable eligible listed issuers to be more agile as they can raise funds from their existing securities holders in a shorter time frame to meet their capital and financial needs,” said the regulators in a joint statement.

Under the expedited process, the regulators said eligible listed issuers, namely the public-listed companies and listed real estate investment trusts (REITs), will be granted greater flexibility to manage market uncertainties while making capital calls, and fast-track secondary fundraising, subject to certain safeguards.

For instance, the regulators said, the eligible listed issuers must have controlling shareholders who will provide an irrevocable undertaking to subscribe for their full entitlements, with not more than a 30% discount to the theoretical ex-rights price on these newly issued shares or units.

In other words, underwriters are not required to take up the unsubscribed portion of the rights issue, should minority shareholders decline to fork out more capital.

However, the rights issue exercises implemented with mandate obtained under the temporary relief measures are subjected to certain conditions. For instance, such rights issue must be a plain vanilla issuance where it can only be utilised for ordinary shares or units. This is not applicable to other types of securities such as warrants or convertible shares, according to the statement.

The statement said the temporary flexibility to allow expedited rights issue exercises by public-listed companies and listed REITs will be introduced through an enhanced rights issue framework.

The framework allows companies to issue new rights shares or units to their existing securities holders on a pro rata basis, up to 50% of the total number of issued shares or issued units, according to the joint statement.

This means that the shareholding dilution could not be more than 50% as a result of the rights issue to be undertaken under this enhanced framework.

The new general mandate for rights issue is in addition to the enhanced 20% general mandate for the issue of new securities, commonly utilised for private placements. Both relief measures are valid until Dec 31, 2021, said the statement.

The SC and Bursa Malaysia said they will continue to monitor evolving developments in the securities and financial markets which have been affected by domestic and global events, to evaluate and recalibrate measures to support an efficient and resilient market.

Source: The Edge Markets

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