The ASEAN Disclosure Standards Scheme was developed to facilitate cross-border offerings of securities and support fund-raising activity in the region. The Scheme is benchmarked against the International Organization of Securities Commissions’ (“IOSCO”) disclosure standards on cross-border offerings. In addition, the Scheme fully adopts the IFRS and the ISA.

The Scheme brings ease and cost savings to all issuers who make multi-jurisdiction offerings of plain equity and debt securities that require the registration of prospectuses or registration statements within ASEAN. Under the framework, issuers will be required to comply with a set of common disclosure standards, known as the “ASEAN Disclosure Standards”.

The ASEAN Disclosure Standards’ Documents

The following documents contain details of the ASEAN Standards:

ASEAN Equity Securities Disclosure Standards

ASEAN Debt Securities Disclosure Standards

Questions and answers regarding the ASEAN Disclosure Standards Scheme can be found in the FAQs.

The Implementation of the Scheme

The ACMF agreed that the timeframe for the adoption of the ASEAN Disclosure Standards by ACMF members would depend on the readiness of each member on an opt-in basis.

On 1 April 2013, the ACMF announced that the Securities Commission Malaysia, the Monetary Authority of Singapore and the Securities and Exchange Commission, Thailand, that they have implemented the ASEAN Disclosure Standards Scheme. The ACMF’s press release can be found here.

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NOTES

The ASEAN and Plus Standards are based on:

• IOSCO’s International Disclosure Standards for Cross-Border Offerings and Initial Listings by Foreign Issuers (1998), on which the ASEAN Standards for the offerings of equity securities are based, and
• IOSCO International Disclosure Standards for Cross-border Offerings and Listings of Debt Securities by Foreign Issuers (2007) on which the ASEAN Standards for the offerings of debt securities are based.

The Scheme will apply to offers of shares and Plain Debt Securities as defined under the ASEAN Disclosure Standards only. It will not apply to :

• Options, warrants or any other rights or interests in shares or debt securities; or
• Debt securities that are not plain-vanilla.

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FAQs

1. Who will benefit from this ASEAN Disclosure Standards Scheme?

The Scheme will benefit all issuers who make multi-jurisdiction offerings of plain equity and debt securities within ASEAN by increasing efficiency and reducing costs. Under the Scheme, when an issuer wishes to make a multi-jurisdiction offer of securities, the issuer needs to provide only a single set of disclosure documents that comply with the ASEAN Disclosure Standards to investors in each jurisdiction.

2. What is the difference between the ASEAN Disclosure Standards Scheme and the ASEAN and Plus Standards Scheme?

The ASEAN Disclosure Standards Scheme replaces the ASEAN and Plus Standards Scheme that was announced on 12 June 2009. Under the ASEAN and Plus Standards Scheme, 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.

The ASEAN Disclosure Standards Scheme comprises a single set of fully-harmonized disclosure standards to be adopted by all ASEAN members. It will allow issuers to comply with one single set of disclosure standards without any additional Plus Standards prescribed by the respective jurisdictions.

3. Which IOSCO Disclosure Standards are the ASEAN Disclosure Standards benchmarked against?

The ASEAN Disclosure Standards are benchmarked against the following IOSCO Standards:

1. IOSCO International Disclosure Standards for Cross-Border Offerings and Initial Listings by Foreign Issuers (1998) on which the ASEAN Standards for the offerings of equity securities are based, and
2. IOSCO International Disclosure Standards for Cross-border Offerings and Listings of Debt Securities by Foreign Issuers (2007) on which the ASEAN Standards for the offerings of debt securities are based.

4. Have all member countries of ASEAN implemented the ASEAN Disclosure Standards Scheme?

The timeframe for the implementation of the Scheme depends on the readiness of each ASEAN member on an opt-in basis. As at 1 April 2013, Singapore, Malaysia and Thailand have announced the implementation of the Scheme under their respective jurisdictions.

5. I would like to undertake a cross-border offering of securities in two jurisdictions that have implemented the ASEAN Disclosure Standards Scheme. Is it sufficient that my prospectus comply with the disclosure requirements of the ASEAN Disclosure Standards?

The issuer will need to comply with the ASEAN Disclosure Standards, which will be the same set of rules applicable in jurisdictions who adopted the Scheme (at present Singapore, Malaysia and Thailand), and the respective prospectus registration procedures of these jurisdictions. The issuance of securities may however be subject to other requirements applicable in each jurisdiction. In this regard, the issuer would need to refer to the regulations and guidelines from the respective jurisdictions concerned.

6. What is the recourse available to investors in the event that a cross-border offering of securities under the ASEAN Disclosure Standards Scheme has breached the law?

Investors in each jurisdiction will have recourse to the remedies provided under their jurisdiction’s laws against the issuer in the event of a breach. An issuer will still have to comply with the laws of each of the jurisdiction where the offering is made. Similarly, regulators in each jurisdiction would be able to take enforcement action against the issuer in accordance with their respective laws.