| 1.0 | Introduction |
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| 1.1 | This Practice Note sets out the following requirements in relation to an application for listing of sukuk and debt securities on the Official List as Exchange Traded Bonds or under an Exempt Regime under Chapter 4B of the Listing Requirements: |
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| | (a) | the procedures for admission; |
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| | (b) | the initial listing application form and supporting documents; |
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| | (c) | the undertakings and confirmation by an issuer, guarantor, obligor and director as the case may be; and |
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| | (d) | other relevant requirements. |
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| PART A – ADMISSION OF EXCHANGE TRADED BONDS |
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| 2.0 | Procedures relating to admission |
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| 2.1 | The following procedures apply to the listing and quotation of sukuk or debt securities on the Exchange as Exchange Traded Bonds, with the necessary modification, as may be applicable. |
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| | (a) | issuer submits an application to SC, where applicable; |
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| | (b) | SC approves the application and listing of sukuk or debt securities, where applicable; |
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| | (c) | issuer files with the Exchange a listing application together with supporting documents; |
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| | (d) | issuer files the final copy of prospectus or information memorandum with the relevant authorities, where applicable; |
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| | (e) | Exchange grants approval for the admission of sukuk or debt securities; |
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| | (f) | issuer, where applicable: |
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| | | (i) | issues the prospectus or information memorandum; |
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| | | (ii) | advertises the prospectus or information memorandum; |
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| | | (iii) | provides the Exchange with such number of copies of the printed prospectus or information memorandum, as may be determined by the Exchange from time to time; and |
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| | | (iv) | announces to the Exchange, the indicative timetable of the initial public offering containing the information set out in paragraph 6.1 below. |
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| | (g) | the issuer announces the level of subscription and the basis of allocation to the public, if any; |
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| | (h) | issuer issues sukuk or debt securities and notices of allotment, where applicable; |
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| | (i) | issuer announces to the Exchange the relevant information in accordance with paragraph 6.2 below; and |
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| | (j) | sukuk or debt securities are admitted to the Official List and quoted on the Exchange. |
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| 3.0 | Listing application form and supporting documents |
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| 3.1 | An issuer seeking listing and quotation of its sukuk or debt securities on the Exchange as Exchange Traded Bonds must file with the Exchange a listing application which consists of the following: |
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| | (a) | the application, in the form of Part A of Annexure PN26-A.pdf; and |
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| | (b) | the supporting documents specified in Part C of Annexure PN26-A.pdf. |
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| 4.0 | Undertakings and confirmation |
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| 4.1 | Subject to paragraph 4.3 below, an issuer must give the Exchange an undertaking in the form of Annexure PN26-B.pdf. |
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| 4.2 | Subject to paragraph 4.3 below, an issuer issuing sukuk or debt securities to be listed and quoted on the Exchange as Exchange Traded Bonds must ensure that: |
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| | (a) | every one of its directors gives the Exchange an undertaking in the form of Annexure PN26-C.pdf; and |
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| | (b) | the guarantor, obligor and trustee, if any, give the Exchange an undertaking in the form of Annexure PN26-B.pdf; |
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| 4.3 | An issuer need not comply with paragraphs 4.1 and 4.2 above if the issuer is an Exempted Person, as defined in paragraph 4B.02 of the Listing Requirements or such other persons as may be approved by the Exchange from time to time. |
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| 4.4 | An issuer need not comply with paragraph 4.2(b) above if its Exchange Traded Bonds is guaranteed by a guarantor referred to in paragraph 4B.11(4) of the Listing Requirements, or if the obligor is an Exempted Person. |
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| 5.0 | Listing of issued and unissued debt securities |
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| 5.1 | An issuer must apply for approval to list only – |
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| | (a) | that part of the securities which have been issued; and |
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| | (b) | securities to be issued in connection with the listing application. |
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| 6.0 | Announcements to the Exchange |
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| 6.1 | In relation to an Exchange Traded Bond, where the listing entails an offer of sukuk or debt securities to the public, an issuer must announce the indicative timetable of the initial public offering as follows upon the issuance of the prospectus and before the listing date: |
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| | (a) | the opening and closing date of the offer period; |
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| | (b) | the balloting date, where applicable; |
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| | (c) | the allotment date of the initial public offering securities; and |
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| | (d) | the tentative listing date. |
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| 6.2 | An issuer must announce the following information before issuance of sukuk or debt securities for listing: |
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| | (a) | the issuer's, guarantor's and obligor's name, if applicable; |
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| | (b) | the programme/instrument name and type; |
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| | (c) | a brief description of the programme/instrument (e.g. coupon/profit rate/interest rate/payment rates); |
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| | (d) | the actual date of listing, issue and maturity date; |
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| | (e) | the programme/issue size; |
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| | (f) | the stock short name, stock code, ISIN code, where applicable; |
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| | (g) | the initial rating of the programme/instruments and prevailing rating of the programme, if applicable; |
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| | (h) | the method of redemption; |
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| | (i) | whether guaranteed or secured, and if so, details of such guarantee or security; and |
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| | (j) | a summary of other material terms of issue. |
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| 6.3 | An issuer must comply with paragraph 6.2 above in respect of each subsequent issuance of sukuk or debt securities for listing under a programme, where applicable. |
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| PART B – ADMISSION UNDER AN EXEMPT REGIME |
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| 7.0 | Procedures relating to admission |
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| 7.1 | The following procedures apply to the listing of sukuk or debt securities on the Exchange under an Exempt Regime, with the necessary modifications, as may be applicable: |
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| | (a) | issuer submits an application to the SC for the issue or offer of the sukuk or debt securities in Malaysia, where applicable; |
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| | (b) | SC approves the issue or offer, where applicable; |
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| | (c) | issuer files with the Exchange a listing application together with supporting documents; |
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| | (d) | Exchange grants approval for the listing of sukuk or debt securities; |
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| | (e) | where applicable, the issuer - |
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| | | (i) | issues the information memorandum, offering circular or such other relevant document (collectively referred to in this paragraph as "Said Documents"); |
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| | | (ii) | provides the Exchange with 2 copies of the Said Documents as may be determined by the Exchange from time to time; and |
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| | | (iii) | announces the information set out in paragraph 10.0 below to the Exchange; and |
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| | (f) | sukuk or debt securities are listed on the Official List of the Exchange. |
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| 8.0 | Listing application form and supporting documents |
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| 8.1 | An issuer issuing sukuk or debt securities under the Exempt Regime must file with the Exchange a listing application which consists of the following: |
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| | (a) | the application, in the form of Part B of Annexure PN26-A.pdf; and |
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| | (b) | the supporting documents specified in Part C of Annexure PN26-A.pdf. |
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| 9.0 | Undertakings and Confirmation |
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| 9.1 | An issuer must give the Exchange an undertaking in the form of Annexure PN26-B.pdf. |
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| 10.0 | Announcement to the Exchange FAQ 4B.16 |
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| 10.1 | An issuer must announce the information in paragraph 6.2 above before issuance of sukuk or debt securities for listing. |
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| 10.2 | An issuer must comply with paragraph 6.2 above in respect of each subsequent issuance of sukuk or debt securities for listing under a programme, where applicable. |