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SCLE Revision: Advisory Services  (Rules and Regulations) (Module 19)

Module 19: Advisory Services (Rules & Regulations)

Duration: 3 days
Venue: Securities Commission Malaysia

Programme Objective

This course equips participants with comprehensive understanding and knowledge based on the Module 19 Study Outline. Participants will advance their knowledge and comprehension further via an interactive teaching and learning experience while increasing their confidence in sitting for the examination.  This course will be facilitated by an experienced and qualified trainer.  

Programme Overview

This 3-day course is designed to match the licensing study outline for Module 19 on advisory services (rules and regulations). It covers the principles of contract of law and relevant issues, related guidelines pertaining to equities, private debt securities and structured products.  

Who Should Attend
  • Candidates preparing for the Module 19 licensing examination
  • New entrants to the capital market industry and staff of investment banks 

  • Programme Delivery

    Learning Outcomes

    Candidates are expected to have good knowledge, understanding and ability to apply in the following areas:
    • The principles of contract law and relevant issues
    • The laws which are relevant to the advisory services in the Malaysian capital market
    • The system and procedures of licensing of persons who carry on the investment advisory business in Malaysia
    • The features and prohibitions of investment advisory activities
    • The regulations governing the issue and offer of equity securities, listing of corporations and quotations of securities on the Main Market of Bursa Malaysia Securities Berhad (Bursa Securities) (Main Market) and proposals which result in a significant change in the business direction or policy of corporations listed on the Main Market under the Securities Commission Malaysia’s Equity Guidelines
    • The regulations setting out who can act as principal advisers for the submission of corporate proposals and the competency standards required
    • The regulations governing the conduct of due diligence for corporate proposals by issuers, advisers and experts
    • The activities and current trends connected to money laundering and terrorism financing and the Malaysian regulatory approach towards them
    • The characteristics and regulations governing take-overs in Malaysia
    • The regulations governing valuations of property assets in conjunction with corporate proposals for submission to the Securities Commission Malaysia or for inclusion in prospectuses and circulars
    • The regulations governing the issuance and registration of prospectuses
    • The regulations governing the issue, subscription, purchase, invitation to subscribe or purchase private debt securities or sukuk to retail investors
    • The regulations that must be observed for the purposes of exclusively making available unlisted capital market products to sophisticated investors in Malaysia or persons outside Malaysia
    • The regulations governing the issuers of structured warrants
    • The regulations governing listing of securities under the Bursa Securities Main Market Listing Requirements, Bursa Malaysia Securities Berhad ACE Market Listing Requirements and Bursa Malaysia Securities Berhad LEAP Market Listing Requirement

    Candidates' Prerequisites

    It is estimated that this module will require a minimum of 200 hours of study time. Candidates are expected to have relatively strong capability in the application and analysis of information provided in this outline and its reference. The amount of study hours needed depends on the education background and work experience of the candidates. Candidates are also expected to update themselves with the latest changes relevant to this module as all questions will be continuously updated to reflect these changes.

    Methodology

    This course will be delivered using effective learning methods which include presentations, discussions and review examination questions.

  • Programme Outline

    PROGRAMME – DAY ONE
    8.30 am Registration
    9.00 am  LEGAL CONSIDERATIONS AND CODE OF CONDUCT
    • Outline of the law of contract
    • Essential elements of a contract
    • Other elements of contract
    • Exclusion and limitation clauses
    • Remedies for breach of contract
    10.45 am  Refreshments
    11.00 am  NEGLIGENT MISSTATEMENT 
    • Negligence
    • Defences
    • General liability of stockbrokers
    • False and misleading statements under securities laws
    LICENSING OF PERSONS WHO CARRY ON THE BUSINESS OF INVESTMENT ADVICE, ADVISING ON CORPORATE FINANCE AND THEIR REPRESENTATIVES 
    • Advising on corporate finance, Investment advice, CMSL and CMSRL defined
    • Requirement to be licensed
    • Criteria for the grant of licence
    • Revocation and suspension of licence
    • Duties and obligations of licence holder
    PROHIBITED CONDUCT AND INSIDER TRADING 
    • Prohibited conduct
    • Insider trading
    1.00 pm  Lunch
    2.00 pm GUIDELINES ON PREVENTION OF MONEY LAUNDERING AND TERRORISM FINANCING FOR CAPITAL MARKET INTERMEDIARIES
    • Part I: Introduction and Applicability
    • Part II: Risk-Based Approach Application
    • Part III: Customer Due Diligence
    • Part IV: Retention of Records
    • Part V: Suspicious Transactions
    • Part VI: Compliance and Training Programmes
    • Part VII: Combating  Terrorism Financing
     
    GUIDELINES RELATED TO ADVISORY SERVICES  AND ITS APPLICATIONS
    1. EQUITY GUIDELINES
    • Part I: General
    • Part II: Policy Guidelines
    • Part III: Submission and Implementation
     
    3.45 pm  Refreshments
    4.00 pm GUIDELINES RELATED TO  ADVISORY SERVICES  AND ITS APPLICATIONS (CONT)
    2. PRINCIPAL  ADVISER GUIDELINES
    • Chapter 1: General
    • Chapter 2: Eligibility to Act as Principal Advisers
    • Chapter 3: Additional Eligibility Criteria for Principal Advisers Submitting Specific Corporate Proposals
    3. GUIDELINES ON DUE DILIGENCE CONDUCT FOR CORPORATE PROPOSALS
    • Chapter 1: General
    • Chapter 2: Definitions
    • Chapter 3: Mandatory Obligations
    • Chapter 4: Best Practices
    4. MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2016
    • Citation and Commencement
    • General Principle 1 to 12
    • Acquisition pursuant to subsection 218(3)
    • Revocation and saving
    5. RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITION
    • General
    • Take-Over Offer
    • Process And Procedure of Take-Over Offer
    • Conduct During Offer
    • Compulsory Acquisition And Right Of Minority Shareholders
    5.30 pm  End of Day One
     
    PROGRAMME – DAY TWO
    8.30 am  Registration
    9.00 am GUIDELINES RELATED TO  ADVISORY SERVICES  AND ITS APPLICATIONS (CONT)
    6. ASSET VALUATION GUIDELINES
    • Chapter 3: Appointment of Valuer
    • Chapter 4: Valuation
    • Chapter 7: Requirements for Valuation of Specific Property Assets
    • Chapter 8: Submission of Report
    10.45 am  Refreshments
    11.00am 7. PROSPECTUS GUIDELINES
    • Part I: Division 1- Equity
    • Part I: Division 2- Debenture and Sukuk
    • Part I: Division 3 - Structured Warrant
    • Part I: Division 5 - Abridged Prospectus
    • Part I: Division 6 – Supplementary and Replacement Prospectus
    • Part II: Procedures for Registration
    • Part III: Prospectus-Related Guidelines
    • Division 1- Plain Language Guide for Prospectus
    • Division 2- Electronic Prospectuses and Application Guidelines
    • Division 3- Advertising Guidelines
    • Part IV: Practice Notes
    8.  GUIDELINES ON ISSUANCE OF CORPORATE BONDS AND SUKUK TO RETAIL INVESTORS
    • Part A: General
    • Part B: Requirements for an Issuance of Corporate Bonds or Sukuk
    • Part C: Approval for an Issuance of Corporate Bonds or Sukuk
    • Part D: Additional Shariah Requirements for Sukuk
    • Part E: Requirements for an Issuance of Sustainable and Responsible Sukuk
    • Part F: Requirements for an Issuance of ASEAN Green Bonds and Sukuk
    1.00 pm  Lunch
    2.00 pm 9. GUIDELINES ON UNLISTED CAPITAL MARKET PRODUCTS UNDER THE LODGE AND LAUNCH FRAMEWORK
    • Section A: General Requirements
    • Section B: Specific Requirements
      • Part 2: Structured Products
      • Part 3: Corporate Bonds and Sukuk
      • Part 4: Asset-Backed Securities
    • Section C: Additional Requirements for Shariah-Compliant Unlisted Capital Market Products Under the Lodge and Launch Framework
    • Section D: Transitional Provisions
     
     
    3.45 pm  Refreshments
    4.00 pm 10. LODGEMENT KIT: UNLISTED CAPITAL MARKET PRODUCTS UNDER THE LODGE AND LAUNCH FRAMEWORK
    • Part 2: Structured Products
    • Part 3: Corporate Bonds and Sukuk
    • Part 4: Asset- Backed Securities  
    5.30 pm End of Day Two
     
    PROGRAMME - DAY THREE
    8.30am Registration
    9.00am GUIDELINES RELATED TO  ADVISORY SERVICES  AND ITS APPLICATIONS (CONT)
    11. ISSUER ELIGIBILITY GUIDELINES – STRUCTURED WARRANTS
    • General
    • Eligible Issuers of Structured Warrants
    • Requirements on Issuers
    • Supervisory Action
    • Submission of Declaration
    10.15am Refreshments
    10.30am BURSA MALAYSIA SECURITIES BERHAD MAIN MARKET LISTING REQUIREMENTS 
    • Chapter 2: General
    • Chapter 3: Admission
    • Chapter 4: Admission for Specific Applicants
    • Chapter 4A: Foreign Listing
    • Chapter 4B: Listing of Sukuk and Debt Securities
    • Chapter 5: Structured Warrants
    • Chapter 6: New Issues of Securities
    • Chapter 8: Continuing Listing Obligations
    • Chapter 9: Continuing Disclosure
    • Chapter 10: Transactions
    • Chapter 12: Share Buy-Backs 
    • Chapter 13: Arrangements and Reconstructions
    • Chapter 14: Dealings in Listed Securities
    • Chapter 15: Corporate Governance
    • Chapter 16: Suspension, De-listing and Enforcement
    • Practice Notes
    1.00pm Lunch
    2.00pm  BURSA MALAYSIA SECURITIES BERHAD ACE MARKET LISTING REQUIREMENTS
    • Chapter 2: General
    • Chapter 3: Admission
    • Chapter 4: Sponsors
    • Chapter 5: Foreign Listing
    • Chapter 6: New Issue of Securities
    • Chapter 8: Continuing Listing Obligations
    • Chapter 9: Continuing Disclosure
    • Chapter 10: Transactions
    • Chapter 12: Share Buy-Backs 
    • Chapter 13: Arrangements and Reconstructions
    • Chapter 14: Dealings in Listed Securities
    • Chapter 15: Corporate Governance
    • Chapter 16: Suspension, De-listing and Enforcement
    • Guidance Notes
    BURSA MALAYSIA SECURITIES BERHAD LEAP MARKET LISTING REQUIREMENTS
    • General
    • Admission
    • Advisers
    • New Issues of Securities
    • Continuing Listing Obligations
    • Transactions
    • Suspension, De-Listing and Enforcement
    3.30pm Refreshment             
    3.45pm Revision and Feedback Session on Set of Questions
    5.30pm End of Programme
     
  • Programme Fees

    RM 954.00 (Inclusive of 6% GST)