Capital raising and the Listing Requirements

This topic turns on thresholds: 25% public spread, a 10% general mandate, 5% and 25% transaction tiers, 0.25% and 5% related party tiers, a 10% buy-back cap and a 30-day closed period. Candidates lose marks by mixing up figures that sit side by side in the Main, ACE and LEAP Market Listing Requirements, or by carrying a Main Market rule onto ACE or LEAP. The Lodge and Launch framework adds structured products sold only to sophisticated investors, with lodgement in place of SC approval. Expect short calculations and roman combination items.

10 min read7 sections

Bursa Malaysia Securities Main Market Listing Requirements, consolidated as at 9 July 2026 (chapters read from the consolidated PDF and cross-checked against the separate Chapter 6, 10 and 16 PDFs as at 2 January 2025, 3 June 2026 and 2 January 2024); ACE Market Listing Requirements consolidated as at 3 June 2026; LEAP Market Listing Requirements consolidated as at 31 October 2025, all read on bursamalaysia.com on 12 October 2026. SC Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework (SC-GL/4-2015, revised 30 March 2026) with its summary of amendments, cross-checked against the 26 November 2019 revision for the unchanged Part 2 figures. CMSA 2007 s.232. The SC's consultation on raising the Main Market profit test is not yet in force, so profit-test figures are left out. As at October 2026. Independent prep, not endorsed by SIDC or the SC.

Must-know for the exam

Public spread: at least 25% in public hands; Main Market IPO needs 1,000 public holders, ACE 200, each with 100 shares; LEAP needs 10% (Main LR 3.06, 8.02; ACE 3.10; LEAP 3.03).
General mandate: new shares or convertibles up to 10% of issued shares, aggregated over 12 months, priced at no more than a 10% discount to 5-day WAMP (Main LR 6.03, 6.04).
Transactions: announce at a 5% percentage ratio; circular and shareholder approval at 25%; very substantial at 100% (Main LR 10.06, 10.07, 10.02(1)(n)).
Related party transactions: announce at 0.25%; circular, shareholder approval and independent adviser at 5%; main adviser at 25%; interested parties and connected persons abstain (Main LR 10.08).
Share buy-back: ordinary resolution, wholly out of the company's own retained profits, at most 10% of issued shares, price at most 15% above 5-day WAMP (Main LR 12.03-12.17).
Closed period: 30 calendar days before the targeted quarterly results announcement; deal only after notice, announcement and 1 full market day (Main LR 14.02, 14.08).
Board: at least 2 or one-third independent, whichever is higher, and at least 1 woman; audit committee of 3 or more non-executives, majority independent, independent chair (Main LR 15.02, 15.09, 15.10).
Reporting: quarterly report within 2 months of quarter end; annual report within 4 months of year end; LEAP semi-annual within 2 months (Main LR 9.22, 9.23; LEAP 6.12).
Lodge and Launch structured products: programme up to RM5 billion, used within 3 years; monthly post-issuance report within 7 business days, nil reports included (UCMP Guidelines Part 2).
Share Issuance Scheme: at most 15% of issued shares and 10 years; convertibles overall capped at 50% of issued shares (Main LR 6.38, 6.40, 6.50).

On this page · 7 sections

Traps that cost marks

Assuming any non-executive director may chair the audit committee, when the chairman must be independent.
Forgetting the market-value ratio, which often gives the highest figure for small-cap issuers.
Stopping at shareholder approval and forgetting the independent adviser needed from 5%.
Thinking that only the counterparty abstains while family members may still vote.
Applying the 5% related party valuation trigger to an ordinary acquisition.
Carrying the Main Market's 5% trigger over to the LEAP Market, which uses 10% for ordinary transactions.
Using the 25% unrelated-party approval tier for a related party deal, which needs approval from 10%.
Assuming every Bursa listing needs a prospectus; LEAP uses an information memorandum for sophisticated investors.

Raising money: IPOs, prospectuses and the three markets

An IPO can combine a public issue (offer for subscription of new shares, money goes to the company) and an offer for sale (existing holders sell, money goes to them). Under CMSA s.232(1), securities cannot be offered to the public unless a prospectus has been registered by the SC. Bursa Securities approves admission to its Official List.

Feature	Main Market	ACE Market	LEAP Market
Who brings the listing	Principal Adviser	Sponsor (Rule 3.02(3))	Approved Adviser
Public spread at admission	25%, 1,000 holders of 100 shares (3.06)	25%, 200 holders of 100 shares (3.10)	10% (3.03)
Investors	All	All	Sophisticated investors only (Part J, Ch 2)
Post-listing adviser	None required	Sponsor 3 full FYs, or 1 FY after operating revenue, whichever later (3.21)	Continuing Adviser on the same basis (3.12)
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Capital raising and the Listing Requirements

10 min read7 sections

Must-know for the exam

Public spread: at least 25% in public hands; Main Market IPO needs 1,000 public holders, ACE 200, each with 100 shares; LEAP needs 10% (Main LR 3.06, 8.02; ACE 3.10; LEAP 3.03).
General mandate: new shares or convertibles up to 10% of issued shares, aggregated over 12 months, priced at no more than a 10% discount to 5-day WAMP (Main LR 6.03, 6.04).
Transactions: announce at a 5% percentage ratio; circular and shareholder approval at 25%; very substantial at 100% (Main LR 10.06, 10.07, 10.02(1)(n)).
Related party transactions: announce at 0.25%; circular, shareholder approval and independent adviser at 5%; main adviser at 25%; interested parties and connected persons abstain (Main LR 10.08).
Share buy-back: ordinary resolution, wholly out of the company's own retained profits, at most 10% of issued shares, price at most 15% above 5-day WAMP (Main LR 12.03-12.17).
Closed period: 30 calendar days before the targeted quarterly results announcement; deal only after notice, announcement and 1 full market day (Main LR 14.02, 14.08).
Board: at least 2 or one-third independent, whichever is higher, and at least 1 woman; audit committee of 3 or more non-executives, majority independent, independent chair (Main LR 15.02, 15.09, 15.10).
Reporting: quarterly report within 2 months of quarter end; annual report within 4 months of year end; LEAP semi-annual within 2 months (Main LR 9.22, 9.23; LEAP 6.12).
Lodge and Launch structured products: programme up to RM5 billion, used within 3 years; monthly post-issuance report within 7 business days, nil reports included (UCMP Guidelines Part 2).
Share Issuance Scheme: at most 15% of issued shares and 10 years; convertibles overall capped at 50% of issued shares (Main LR 6.38, 6.40, 6.50).

On this page · 7 sections

Traps that cost marks

Assuming any non-executive director may chair the audit committee, when the chairman must be independent.
Forgetting the market-value ratio, which often gives the highest figure for small-cap issuers.
Stopping at shareholder approval and forgetting the independent adviser needed from 5%.
Thinking that only the counterparty abstains while family members may still vote.
Applying the 5% related party valuation trigger to an ordinary acquisition.
Carrying the Main Market's 5% trigger over to the LEAP Market, which uses 10% for ordinary transactions.
Using the 25% unrelated-party approval tier for a related party deal, which needs approval from 10%.
Assuming every Bursa listing needs a prospectus; LEAP uses an information memorandum for sophisticated investors.

Raising money: IPOs, prospectuses and the three markets

Feature	Main Market	ACE Market	LEAP Market
Who brings the listing	Principal Adviser	Sponsor (Rule 3.02(3))	Approved Adviser
Public spread at admission	25%, 1,000 holders of 100 shares (3.06)	25%, 200 holders of 100 shares (3.10)	10% (3.03)
Investors	All	All	Sophisticated investors only (Part J, Ch 2)
Post-listing adviser	None required	Sponsor 3 full FYs, or 1 FY after operating revenue, whichever later (3.21)	Continuing Adviser on the same basis (3.12)
Offer document

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New issues after listing: placements, rights, bonus and share schemes

The general mandate (Main LR 6.03) lets the board issue up to 10% of issued shares (excluding treasury shares) in any rolling 12 months; convertibles count at their maximum conversion number. Anything bigger needs shareholder approval of the precise terms. Placees pay within 5 market days of price fixing (6.13).

•Price: no more than a 10% discount to the 5-day WAMP (6.04(a)).
•Not to interested directors, major shareholders, chief executives or persons connected (6.04(c)(i)).
•Not to nominee corporations unless the ultimate beneficiaries are disclosed (6.04(c)(ii)).

Rights issue step	Time limit (Main LR)
Announce books closing date	At least 10 market days before it (6.22)
Issue provisional allotment notices and forms	Within 2 market days after books closing (6.26)
Closing date for acceptance	At least 11 market days after books closing (6.23)
Allot and apply for quotation	Within 8 market days after closing (6.28)

A rights issue must be renounceable (6.20); underwriting is optional (6.18). A bonus issue needs a share price adjusted for the bonus of at least RM0.50, based on the daily VWAP over the 3 months before the application (6.30(1A)); revalued real estate can be capitalised only if at least 20% of the revalued amount stays in reserve. A Share Issuance Scheme is capped at 15% of issued shares and 10 years, is open only to directors and employees, and a 20% holder gets at most 10% of the scheme (6.37-6.40). All outstanding convertibles together may not convert into more than 50% of issued shares (6.50).

Trap: forgetting to deduct shares already issued in the previous 12 months from the 10% mandate.

Takeaway: 10% mandate at 10% discount; rights 10, 2, 11, 8 market days; SIS 15% over 10 years; convertibles 50%.