Worldwide: ASEAN Common Prospectus Framework – How Will This Attract And Influence

Last Updated: 25 April 2016
Article by Gwendolyn Gn

In order to maximise the scope of financing options in an interconnected global economy, many companies today require access to regional capital markets, whether they are in the search for new investors in foreign markets or reaching out to existing shareholders located in foreign jurisdictions. Previously, the only regional market where this can be carried out with an integrated and harmonised model is that of the European Union. In this respect, a company offering cross-border securities elsewhere will have to deal with various regulatory burdens with serious criminal and civil consequences upon a failure to comply with any applicable securities regime.

Today, the other comparable regional market in which this can be done is that comprising the member countries of ASEAN. On 2 September 2015, the Monetary Authority of Singapore and Singapore Exchange, together with the Securities Commission of Malaysia and the Securities and Exchange Commission of Thailand, jointly issued a handbook to implement the streamlined review framework for the ASEAN Common Prospectus (the "Framework").

The Framework offers the most benefits to issuers within the ASEAN region who wish to stage a multi-jurisdictional offering of equity or plain debt securities.1 As at the time of writing, the three participating ASEAN countries are Singapore, Malaysia and Thailand. Other ASEAN countries will likely opt-in as a signatory to the Framework at a later date.

The Framework seeks to reduce the time taken for ASEAN issuers to offer cross-border securities and also facilitates rapid access for issuers to tap capital across ASEAN. Take a Singapore company for example – in order to broaden the investors' base to meet its fund raising requirements, it could have its shares listed in Singapore but it may want to offer its shares not only in Singapore, but also Malaysia and Thailand, given that the three ASEAN countries have a combined population of 105.48 million and a combined nominal GDP of USD981 billion (as compared with Singapore's population of 5.52 million and nominal GDP of USD294 billion).

Until the present initiative was launched, any offering into the combined markets of Singapore, Malaysia and Thailand required the preparation of individual prospectuses that complied with the distinct legal requirements of each of the markets. This significantly added to costs for an issuer.

This practical difficulty was partially addressed in 2009 when Singapore, Malaysia and Thailand came up with a set of common disclosure standards. However, at that point in time each country remained entitled to impose additional requirements over and above the agreed common standards. These so-called plus standards meant that the disclosure laws in each market were still not fully aligned, and that an issuer offering into more than one market would still have to take into account the plus standards. Hence, transactional costs and regulatory obstacles remained in as much as the issuer could not prepare a single offering document that fully met the requirements of each of these markets. Although the additional disclosure requirements were removed in 2013, there was still no framework in place to establish a streamline review of the prospectus among the participating countries. This meant that potential time delays and uncertainty became a huge drawback despite the common disclosure standards.


The benefit of the Framework is immediately obvious. An issuer who wishes to offer securities in Singapore, Malaysia and Thailand will only need to prepare a common prospectus which would fully accord with the disclosure laws of each of the three markets. The regulatory body of the country in which the primary listing takes place will be the point of contact for the issuer. This point of contact will then collate any disclosure-related comments in relation to the common prospectus from the other participating countries' regulatory bodies and communicate these comments directly to the issuer, enabling the issuer to deal with only one point of contact.

This has huge potential for issuers and will benefit issue managers, law firms and auditing firms that have operations and subsidiaries across Singapore, Malaysia and Thailand. It is anticipated that issuers will appoint an accredited issue manager in their primary listing venue and the issue manager will then coordinate with their respective affiliates in the other ASEAN countries to ensure compliance with the regulatory requirements to offer securities in these countries. Thus, an issuer who intends to offer cross-border ASEAN securities is well-advised to select issue managers and legal advisors with a wide range of networks, capabilities and connections within the ASEAN region for a more seamless and integrated experience.

 However, the absence of a regional regulatory or coordinating agency continues to be a drawback. An issuer offering securities into more than one of the participating country must still prepare individual applications (but now only one common prospectus is required) and submit them to the various regulatory bodies concurrently or within 1 business day of the submission of the first application. There is currently no integrated body where the issuer may file applications with – the issuer has to make individual applications to the respective authorities if it wishes to offer cross-border securities. Despite this, it is anticipated that increasing and greater cooperation among ASEAN countries will eventually remove this hurdle.

Considered together, ASEAN is the seventh largest economy in the world and the third largest in Asia. Once fully developed with the participation of the remaining ASEAN countries, the Framework is expected to increase the ease by which equity and plain debt fund raising may be conducted.


1  As defined in the ASEAN Debt Securities Disclosure Standards dated 1 April 2013, plain debt securities refer to bonds or Sukuk Ijarah which have specified characteristics, such as non-convertibility and denomination in any currency.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions