The Mesdaq Market On The KLSE

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Completing an initial public offering (IPO) is a critical fund-raising milestone for any high-growth company. It is no coincidence that 98% of significant companies in any strategic industry are public listed.

THE MALAYSIAN EXCHANGE OF SECURITIES DEALING AND AUTOMATED QUOTATION (MESDAQ) Market was conceived as a strategy to achieve Vision 2020 by bringing together high-growth companies and investors.

The main objective of this book is to provide readers with a better understanding of why and how to carry out an IPO on MESDAQ. It is merely a starting point. It will be most useful to owners and senior managers of prospective MESDAQ issuers, investment bankers and universal brokers, lawyers, accountants, financial advisers and others who actively participate in the IPO industry. It is also hoped that its concise and straightforward chapters will appeal to a wider segment of the business community.

This book is one of the first on the subject and I expect my present modest effort to mature in later editions.

The opening chapter deals with an introductions to the MESDAQ Market, the rationale for its existence and its role in nurturing entrepreneurship and nation-building.

Chapters 2 and 3 deal with the preliminary considerations a prospective MESDAQ Market issuer will face.

A significant part of this book (Chapter 4 to 9) addresses the important issues a MESDAQ Market applicant will face in the run-up to an actual listing.Chapter 10 was contributed by Mr. Karl Fredericks of Kuala Lumpur City Securities Sdn Bhd. The chapter defines the roles of the Adviser, Underwrite and Listing Sponsor.

The venture capital industry and its role in the MESDAQ Market is covered in Chapter 11. Chapters 12 and 13 deal with some pertinent legal issues in a MESDAQ listing. These include legal issues affecting a due diligence exercise and the prospectus. Chapter 14 distills the experience of two companies on their listing journeys. The final chapter peers into the mid-term outlook for the MESDAQ Market and provides a brief commentary on the road ahead.

The Appendices serve as an important reference source for the 15 chapters in the book. Appendix 1 compares the salient features of the MESDAQ Market and KLSE’s Main and Second Boards. Appendices 2 and 3 will help Malaysian-owned companies who are exploring an overseas listing. It compares the salient features of the MESDAQ Market with Hong Kong’s GEM and Singapore’s SESDAQ. Appendix 4 outlines the actual listing expenses of selected MESDAQ companies. Appendix 5 reproduces the 12 Priority Technology Areas outlined in the Listing Rules. Appendix 6 provides a list of approved Advisers. Appendix 7 lists the documents which are required to be submitted to the KLSE in a Listing Application. Appendix 8 offers a list of venture capitalists.

Technical terms and abbreviations used are explained in the glossary. It also includes terms not used in the book which may be useful to readers intending to initiate an IPO.

I am indebted to many people who have contributed their time, energy and wise counsel. I wish to acknowledge and thanks the KLSE, in particular Ms. Maria Raj and En. Shaharin Hashim for taking time to provide insightful comments; the CEOs of MESDAQ-listed companies who shared their experiences and provided encouragement for me to complete the book; the underwriters/sponsors/universal brokers, in particular Mr. Karl Fredericks of Kuala Lumpur City Securities Sdn Bhd; my clients, who have justified my thirst for understanding the legal process of IPOs in London, Hong Kong, Singapore and Malaysia; my support team, in a particular Angela YS Loh.

On a personal note, a word of thanks to my dearest Kartini Hashim for her love and support; and finally, hugs to our three god-children Anna-May Pereira, Ishana Menon and Brandon Louis for the sunshine they bring to our lives.

It has been said that all first editions are works in progress. With that caveat, I take all responsibility for the shortcomings of the book. I have attempted to state the law as a 3rd April 2003.