C13. Lodge and Launch Framework

Question 1

what are unlisted capital market products?

Answer 1

capital market products, whether manufactured or issued in or outside Malaysia that is not listed or traded on the stock exchange or traded on the derivatives exchange in Malaysia. This includes corporate bonds and sukuk.

Question 2

what is applicable to the Guidelines on Unlisted Capital Market Products?

Answer 2

only applicable for unlisted capital market products that are sold to sophisticated investors in Malaysia and persons outside Malaysia.

Question 3

what products do the Guidelines cover?

Answer 3

(a) Wholesale funds
(b) Structured products under the SC Structured Product Programme
(c) Corporate bonds and sukuk
(d) Asset-backed securities

Question 4

what Guidelines are superseded with the introduction of the new Guidelines?

Answer 4

a) Guidelines on Wholesale Funds
b) Guidelines on the Offering of Structured Products
c) Guidelines on Private Debt Securities
d) Guidelines on Sukuk
e) Guidelines on the Offering of Asset-backed Securities

Question 5

how does the Guidelines define responsible party?

Answer 5

any person who is accountable or responsible, whether solely or jointly with other persons in the life cycle of the Unlisted Capital Market Products (UCMP)

Question 6

who is part of the responsible party?

Answer 6

a) The issuer

b) Person licensed or registered with the SC

c) Any person whose profession provides authority for a statement to be made by him or is responsible or accountable for having prepared or certified any opinion or statement or report for use in connection with the UCMP

d) Any other persons identified by the issuer as having:
(i). Authority over, makes or has substantial influence in making decisions that affect the whole or a part of the life cycle of the UCMP
(ii). A significant role, function, accountability or responsibility in relation to an UCMP

Question 7

For Islamic products such as sukuk & Islamic structured products, eligible issuers must seek the endorsement of the Shari’ah Advisory Council (SAC) prior to the lodgment of Ringgit denominated sukuk & Islamic structured program.

the issuer must submit to the SC the info & docs as specified in Appendix 2A of the Guidelines at least 10 business days prior to the date of lodgement of the Ringgit sukuk.

Question 8

the Guidelines are silent on the Islamic structured programme.

A Shari’ah adviser must either be:

Answer 8

a) A person or a corporation, registered with the SC

b) A licensed Islamic bank, or

c) A licensed bank or licensed investment bank approved to carry out Islamic banking
business

Question 9

what are the qualifying criteria of an accredited investor?

Answer 9

• BNM
• A CMSL holder
• ED or CEO of a Capital Markets Services Licence (CMSL) holder
• Licensed FIs and takaful operators
• A unit trust scheme, private retirement scheme /closed end fund or prescribed investment scheme

Question 10

what are the qualifying criteria of a high-net-worth entity?

Answer 10

• A corporation or partnership with total net assets exceeding MYR10m or its equivalent in FCY
• A registered trust company with AUM exceeding MYR10m or its equivalent in FCY
• A trustee under CMSA approved by the SC with AUM exceeding MYR10m or its equivalent in FCY
• A pension fund approved by Director General of Inland Revenue
• A statutory body established by an Act of Parliament or an enactment of any State

Question 11

what are the qualifying criteria of a High net worth
individual?

Answer 11

• Total net personal or joint assets with spouse exceeds MYR3m or its equivalent in FCY, excluding the value of the individual’s primary residence
• Gross annual income of MYR300k or its equivalent in FCY
• Joint gross annual income with spouse of MYR400k
• Total net personal investment portfolio or total net joint investment portfolio with his or her spouse, in any capital market products exceeding MYR1m or its equivalent in FCY.

Question 12

The transitional arrangement for the structured products is as follows:

Answer 12

Previously approved programs remained valid until full utilisation of the programme.
a) New products issued under existing programme must comply with the new Guidelines

b) Previous programmes must be fully utilised:
(i). Within 2 years from the effective date for programmes outstanding for more than 5 years from the date of approval

(ii). Within 3 years from the effective date for programmes outstanding for 5 years or less from the date of approval.

c) Monthly post issuance reporting is required

Question 13

For the transitional arrangement concerning sukuk and corporate bond, a post-issuance notice is required to be submitted to the SC for every issuance under any previously approved programme.

Question 14

Who are considered sophisticated investors under the Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework?
I. High net worth individuals
II. Accredited investors
III. Offshore investors
IV. High net worth entities
A. I, II, III and IV
B. I and II only
C. II and III only
D. I, II and IV only

Answer 14

D