Requirements for the public offering of equity securities in Cambodia

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Generally, funds can be obtained from banks and other financial institutions, fund management companies, family members, friends or a securities market by issuing equity and/or debt securities. This article will outline the requirements, mechanisms, procedures and approval for the public offering of equity securities.

A. Equity securities offering

Any legal entity who wishes to go public shall fulfil the preliminary requirements as following:

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B. Procedures for public offering

In order to propose for a public offering, a public limited company or permitted entity shall:

1. Submit an application form determined by the SERC;
2. Submit a disclosure document determined by the SERC;
3. Submit the attached documents.

B.1. The provision of principle approval

The Director General of the SERC shall inform the issuer in writing concerning the principle approval or refusal of the public offering and disclosure document within two (2) months of receiving the full disclosure document.

B.2. Book-Building

After having been approved in principle for the public offering and disclosure document, the issuer is able to advertise or publish any information, including that regarding road shows and the public announcement of the information on Book-Building, by requesting prior approval in writing from the Director General of the SERC with the related documents attached.

B.3. Provision of final approval and registering disclosure document with SERC

With approval in principle, the issuer is able to offer its public offering:

1. Having prepared the terms of the offer, including the securities pricing which has obtained approval from the securities market operator.
2. Having obtained approval for the terms of the public offering.
3. Having obtained final approval and registered the disclosure document of the issuer with the SERC.

B.4. Subscription announcement

Within at least five (5) working days prior to the subscription date, the issuer shall make an official announcement through newspapers and other media channels approved by the Director General of the SERC.

B.5. Subscription

Subscription shall be done through a licensed securities firm. Each subscription shall be considered as complete when subscribers fully comply with the application form for subscription, paid in full and received the receipt issued by the securities firm.

B.6. Report result of public offering

The issuer shall report the result of public offering to SERC in accordance with the reporting form determined by SERC.

B.7. Fulfil procedures of permitted securities market

The issuer shall fulfil the procedures of the permitted securities market to list its securities for official trading on that market in accordance with the laws and regulations in force.

C. Mechanism of equity public offering

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Prepared by: Securities and Exchange Regulator of Cambodia Securities Issuance Supervision Department
E-mail: [email protected]
Phone: 023 885611