You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

September 3, 2019

Allowing Foreign Investment in the Yangon Stock Exchange Is Good News for Myanmar

Informed Counsel

On July 12, 2019, the Securities and Exchange Commission of Myanmar issued Notification 1/2019, which announced that foreign individuals and foreign entities will be permitted to invest in up to 35% of the shares in Myanmar companies listed on the Yangon Stock Exchange (YSX). This limitation aligns with the classification of any company with greater than 35% foreign shareholding as a “foreign” company under the Myanmar Companies Law (2017)—a classification which introduces many complications, not least of which is a restriction against owning land under the Transfer of Immoveable Property (Restriction) Act (1987). For a listed company, designation as a foreign company could therefore be ruinous, and although the YSX’s 35% foreign investment cap may seem a heavy fetter at first glance, in that context it is very reasonable.

In fact, the entire program of foreign investment, although not materialized in full at the time of writing, so far seems to be very progressive and reasonable. For example, trading on the YSX will be open to all foreigners, not restricted to Myanmar residents, and unlike the somewhat slow pace of reforms often seen in developing countries, foreign trading on the YSX is expected to begin in the near future—perhaps even sometime before the end of 2019 according to our sources. We understand that the YSX has even invested in the necessary software systems to allow for calculation of the 35% threshold, and had already implemented them ready for trading to begin. To the uninitiated, this may seem entirely at odds with the usual pace of reforms in developing countries. To regular Myanmar watchers, however, this kind of rapid and progressive change to the commercial landscape is becoming a regular feature.

This is, to some degree, because Myanmar’s determination to foster rapid economic growth is rooted in a strong understanding of the precedents set elsewhere. Research has shown that stock exchange development is extremely important for economic development. According to a report by the World Federation of Exchanges and the United Nations Conference on Trade and Development entitled The Role of Stock Exchanges in Fostering Economic Growth and Sustainable Development, “[w]ell-functioning exchanges enable economic growth and development by facilitating the mobilisation of financial resources—by bringing together those who need capital to innovate and grow, with those who have resources to invest. They do this within an environment that is regulated, secure, transparent and equitable. Exchanges also seek to promote good corporate governance amongst their listed issuers, encouraging transparency, accountability and respect for the rights of shareholders and key stakeholders.”

Furthermore, the theoretical and academic literature predominantly finds positive links between well-functioning exchanges and economic development. In a study looking at the performance of firms (used here in the economic sense to mean “business organizations”), Demigüç-Kunt and Vojislav (1996) found that firms in countries with “active” stock markets experience higher-than-predicted growth rates. Another study by Beck and Levine (2002), looking at data from 40 countries over four five-year periods, found not only that financial market development is important for economic growth but that both banks and stock markets independently and concurrently have a role to play. Caporale et al (2004) looked explicitly at the question of causality and concluded that well-developed stock markets can foster economic growth (see here).

Although some may be skeptical of the prospects for the YSX, in the medium to longer term we have more confidence. Our sources tell us that a number of foreign institutions have already expressed interest in investing in the YSX, with funds already allocated for investment in Myanmar. Furthermore, although there are only five companies currently listed on the YSX, we understand that there are at least two further companies already in the listing pipeline. With foreign investment coming to the YSX, interest by domestic companies in listing is only likely to increase. Those wishing to familiarize themselves with the procedure required for listing on the YSX might be interested in referring back to a previous article by this author written for Frontier Myanmar (see here).    

It would also be wrong to see the liberalization of investment in the YSX in isolation. Over the past several years, Myanmar has liberalized the telecommunications, banking, insurance, and wholesale/retail trading sectors, which collectively mark a huge stride forward for what was long regarded as an isolated and impenetrable economy, not to mention the reforms to the Myanmar Investment Law, the new Companies Law, and the new electronic company registration system in Myanmar. This pattern of economic liberalization shows no sign of slowing—for example, foreign banks are expected to be permitted to provide retail banking services in the very near future, and other highly regulated industries will likely follow suit. The liberalization of the YSX is just part of this pattern.    

With this latest announcement, it would seem that this  is now the “end of the beginning” of the YSX. We are moving forward into a new era.

RELATED INSIGHTS​ 

September 24, 2021
On September 15, 2021, Thailand’s Securities and Exchange Commission (SEC) announced a prospective new scheme that will enable small and medium enterprises (SMEs) and startups in Thailand to raise funds through public offerings. The SEC regulations to implement this new scheme are expected by the first quarter of 2022. Since 2019, the SEC has allowed SMEs and startups in Thailand to raise funds via private placements or crowdfunding. The new SEC scheme will allow SMEs and startups to raise funds on a larger scale via a new type of public offering (the so-called SME-PO). The SEC also plans to establish the “SME Board,” a secondary market for trading the stocks of SMEs. Under the new SEC scheme, SMEs and startups that wish to proceed with an SME-PO must be structured as public companies with investor protection mechanisms in accordance with the Public Company Act B.E. 2535 (1992). Although SEC representatives have previously indicated that SME-POs would be subject to an information-based approach instead of the normal approval process for public offerings, the September 15 announcement does not detail this further, beyond noting that the SEC may deem it appropriate in future to relax certain requirements such as filing for approval, appointment of an independent financial advisor, and fees. Investors in public offerings for SMEs and startups must be sophisticated investors who are risk-tolerant and well capitalized, such as institutional investors, private equity or venture capital firms, angel investors, or an SMEs’ own directors, employees, or affiliates. Tilleke & Gibbins will continue to follow the development of regulations for SME-POs, as the rules and criteria described here are still subject to change. For more information on fundraising alternatives for SMEs and startups, or on any aspect of capital markets regulations in Thailand, please contact Onunya Chanpen at [email protected] or Kobkit Thienpreecha
May 20, 2021
The Republic of the Philippines became the latest signatory to the ASEAN collective investment scheme (CIS) Framework on May 11, 2021, moving Southeast Asian capital markets one step closer to integration and potentially increasing the investment options that fund managers in the Philippines, Malaysia, Singapore, and Thailand and other signatory countries will be able to offer to retail investors in future. The signatory countries’ capital markets regulators—the Securities and Exchange Commission of the Philippines, the Securities Commission Malaysia, the Monetary Authority of Singapore, and the SEC of Thailand (leader of the framework’s working group)—announced the successful expansion of the CIS grouping simultaneously on May 11, 2021, after the four regulators signed a supplemental memorandum of understanding to formally admit the Philippines to the framework. The ASEAN CIS Framework was first implemented in 2014 to streamline the process for local regulators to approve foreign CIS units in the region that are authorized in their home countries. The original signatories of the framework were Malaysia, Singapore, and Thailand. Now that the Philippines has joined the grouping, the four signatories’ capital markets regulators will continue to implement the framework’s harmonization of regulations and criteria for asset management firms, fund managers, and mutual funds that are permitted to offer units for sale across the member jurisdictions. This cooperation enabled by the framework eases the bureaucratic red tape associated with the domestic approval process and improve investment protection, thereby resulting in greater opportunities for cross-border fund distributions, product access, investment diversification, and alternatives for retail investors. The Thai SEC has already issued regulations that enable the offering of qualifying funds through the ASEAN CIS Framework, as well as through the Asia Region Funds Passport or foreign exchange-traded funds. Funds that fall under one of these schemes must file registration statements and draft prospectuses to
April 5, 2021
The Bank of Thailand recently issued policy guidelines on how stablecoins—fiat-backed nonvolatile cryptocurrencies—are to be regulated. This paves the way for baht-backed stablecoins, similar to China’s digital Yuan, to be developed in the jursidiction.