Client Overview
A Malaysian power generation company: an asset-owning special purpose vehicle within a wider group, whose generation asset was built with an advance from group headquarters.
Engagement Scope
Company secretarial governance and compliance for a Green Sukuk issuance, including participation in the due diligence working group and liaison with regulators on a licensing dependency.
Challenge
- The company was preparing a Green Sukuk issuance, but its lodgement package for the Securities Commission was incomplete without a charge over the project land.
- The land charge was itself held up because the company’s power producing licence was still pending approval with the Energy Commission.
- Internal reviews of the company’s readiness to issue were running in parallel, alongside a green technology tax incentive on which the plant’s development depended.
- Any non-compliance with Malaysian corporate regulations would have led the Securities Commission to reject the lodgement and delayed the Sukuk’s launch.
- The Sukuk was central to the company’s liquidity plan: the asset’s construction had been funded by a headquarters advance, refinanced through a bridge loan and bank guarantee of approximately RM300 million that the Sukuk proceeds would repay.
Our Approach
Regulatory liaison
- Engaged with the Energy Commission on the status of the pending power producing licence, supporting the client’s consultant in seeking its release.
- Once the licence was released and the state government approved the land charge, the registered charge over the project land under the Companies Act 2016 could be included in the lodgement package.
Company secretarial governance and compliance
- Acted as company secretary (rather than as consultant), responsible for internal governance and overall compliance alongside the applicable capital markets requirements.
- Reviewed the company’s internal controls, governance protocols and procedures, circular and non-circular resolutions, and members’ awareness, and ran complete control checks.
- Documented the review in an internal memorandum.
Readiness sign-off
- After verifying that everything was in order, signed off as company secretary that the company’s asset base, internal composition, governance and compliance were ready for the issuance.
Deliverables
- Engagement with the Energy Commission on the pending power producing licence.
- Registered charge over the project land, included in the Securities Commission lodgement package.
- Governance and compliance review covering internal controls, protocols, procedures and resolutions.
- Internal memorandum documenting the review.
- Company secretarial sign-off on governance and compliance readiness.
Outcome
- The power producing licence was released and the land charge approved, completing the lodgement package.
- The green technology tax incentive on which the plant’s development depended was approved.
- The company received company secretarial sign-off on its governance and compliance readiness.
- The Green Sukuk was issued, and the approximately RM300 million bridge financing was repaid in full on issuance, without any additional encumbrance.
Capabilities Demonstrated
- Company secretarial services for capital markets transactions.
- Governance and compliance readiness reviews with formal sign-off.
- Participation in a due diligence working group for a Sukuk issuance.
- Regulatory liaison on licensing dependencies that affect financing timelines.
- Board and member resolutions (circular and non-circular).
Agencies and Stakeholders
- Securities Commission Malaysia (lodgement)
- Energy Commission (power producing licence)
- Malaysian Green Technology and Climate Change Corporation (tax incentive)
- State government (land charge approval)
- Primary financier (bridge loan and bank guarantee)
- Due diligence working group
Company secretarial support that cleared a licensing bottleneck, signed off governance readiness, and saw a Green Sukuk issued and its bridge financing repaid in full.