Introduction

On 1 April 2013, the Monetary Authority of Singapore (MAS) announced the implementation of the ASEAN Disclosure Standards Scheme (the Scheme), together with the securities regulators in Malaysia and Thailand.

The Scheme came into effect in Singapore on 2 April 2013 and was implemented via the Securities and Futures (Offers of Investments) (Shares and Debentures) (Amendment No. 2) Regulations 2013.

Objectives of the Scheme

The purpose of the Scheme is to facilitate fund raising activities and to enhance investment opportunities within the capital markets of ASEAN member countries. The Scheme aims to facilitate cross-border offerings of securities and bring about greater efficiency and cost savings to issuers within the ASEAN region by harmonising disclosure requirements through the introduction of the ASEAN Disclosure Standards.

The ASEAN Disclosure Standards is a set of common standards governing disclosures for equity and plain debt securities, and are based on the relevant international standards on cross-border offerings issued by the International Organization of Securities Commissions. The Scheme will not however apply to (i) options, warrants or any other rights or interests in shares or debt securities; or (ii) debt securities that are not plain debt securities.

Background to the Scheme

The Scheme is one of the capital markets initiatives undertaken by the ASEAN Capital Markets Forum1, as part of the regional capital markets integration plan endorsed by the ASEAN Finance Ministers in April 2009, to promote the development of an integrated ASEAN market by 2015. It replaces the ASEAN and Plus Standards Scheme that was announced in 2009, pursuant to which issuers preparing prospectuses for use in a multi-jurisdiction offer were required to comply with a set of common disclosure standards plus additional requirements (known as the Plus Standards) prescribed by the respective jurisdictions. With the implementation of the Scheme, it will allow issuers to comply with one set of disclosure standards without the additional Plus Standards.

Effect of the Scheme

The Scheme operates on an opt-in basis and ASEAN members will adopt the Scheme as and when they are ready to do so. Singapore, Malaysia and Thailand are the first 3 ASEAN jurisdictions to have announced the implementation of the Scheme. The effect of the Scheme is that issuers offering equity and plain debt securities in multiple ASEAN jurisdictions which have implemented the Scheme need only comply with one set of disclosure standards for disclosure documents. For example, an issuer in Singapore who is making an offer in Singapore, and who is also offering its securities to investors in Malaysia and Thailand, will now only be required to prepare a prospectus based on the ASEAN Disclosure Standards, and comply with the respective prospectus registration procedures of such jurisdictions.