Malaysia to allow business trusts

IFR Asia 763 - September 8, 2012
3 min read
Asia
Daniel Stanton

Malaysia is expected to allow business trusts to list on the local exchange to increase primary-market volume and attract domestic infrastructure companies that may, otherwise, be lured abroad.

One local company has already set its sights abroad. Berjaya Sports Toto plans to raise about S$500m (US$401m) from the IPO in Singapore of Sports Toto Malaysia, a business trust. The issuer’s choice of destination has caught the attention of local decision-makers.

“Authorities are quite cheesed off that Berjaya Sports Toto is going down the road to Singapore,” said one Malaysian banker away from the deal.

At present, however, Singapore is the closest market that is amenable to the lottery company’s plans. If parliament passes an amendment to the Capital Markets and Services Act 2007 later this year, that is expected to bring a change. A source with knowledge of legislation said that several large Malaysian issuers had already shown interest in raising capital through a business trust.

The mooted trust structure was close to that employed in Singapore, the source said. In Hong Kong, issuers list stapled securities, comprising a unit in a trust and a preference share in a company the trust wholly owns. In Singapore, issuers can simply sell shares in a trust.

Berjaya Sports executives have said they will consider a dual listing in Malaysia after the IPO. However, it is unlikely that Islamic investment funds, a significant part of Malaysia’s investor base, will be able to buy it anyway.

Singapore is considered to have a more internationally diverse investor base than Malaysia, although recent successful jumbo equity offerings have drawn worldwide attention to Bursa Malaysia.

Secret weapon

In theory, Malaysia is well suited for business trusts. It has a deep debt market and far more infrastructure assets than Singapore. The infrastructure assets may generate strong earnings, but will be highly levered. As a result, owners of the assets are unlikely to obtain good valuations from corporate listings. A business trust offering, on the other hand, allows issuers to pay dividends from earnings before debt repayments, and that could unlock value.

“This may be a secret weapon in terms of promoting Bursa as a hub for infrastructure,” said one foreign banker.

Malaysia could have trouble attracting foreign issuers to list on the exchange. IPOs from overseas issuers are few, but a record of falling REIT yields could be an incentive for some companies to go the trust route.

Malaysia has already shown its willingness to introduce new financing structures. Last year, it introduced guidelines for special purpose acquisition trusts and approved the listing of Asia’s first true SPAC, Hibiscus Petroleum. Cliq Energy, which will target oil-and-gas assets in Asia and Oceania, is slated to become the second listed SPAC later this year.