Listing on the Cambodia Stock Exchange

• 4 February 2017
• Property Focus
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The Cambodia Stock Exchange (CSX) is one of the youngest and smallest stock exchanges in the world. The shares of four companies are currently traded on the exchange. The first company to list on CSX was Phnom Penh Water Supply which made its debut on the bourse on 18 April 2012. Since then there have been three additional listings—garment maker Grand Twins International, the Phnom Penh Autonomous Port, and the special economic zone operator Phnom Penh SEZ Plc. This is comparable to the young stock markets of Laos, with five listed companies, and Myanmar, which has three listings.

The establishment, and growth, of the stock exchange represents an important milestone for the maturation of the Cambodian economy. The availability of domestic listing provides Cambodian companies the opportunity to raise expansion capital without the burdens and limitations of debt financing. With the prospect of a potential domestic initial public offering, private equity investors are also encouraged to help finance companies at earlier stages of their growth as exit strategies can be expanded to encompass an eventual local IPO. Public listings also support the Kingdom’s goal to improve corporate and financial compliance as public companies, and companies planning to publically list, must generally adhere to higher accounting and governance standards.

For listed companies, the advantages of public listing go beyond improved access to financing. Stock options become more attractive to employees, so the ability to attract and retain talented staff is enhanced. Public listing can also improve recognition and credibility of the company with clients and suppliers. Cambodia also offers certain tax incentives to companies that list on the CSX.

Companies that want to list on the main board of the CSX must meet the following requirements:

 

1. Shareholders’ equity must be at least thirty billion riel (KHR 30,000,000,000) as of the date of the listing application;
2. Net profit must be at least two billion riel (KHR 2,000,000,000) for the latest full financial year prior to the date of application and the aggregate net profit for the most recent past two financial years must be at least three billion riel (KHR3,000,000,000);
3. There must be at least 200 shareholders, holding ten shares or more, who each own less than one percent of the total authorized voting shares
4. At least seven percent of total authorized voting shares must be owned by shareholders who each own less than one percent of the total voting shares (unless otherwise approved by CSX and the Securities Exchange Commission of Cambodia).

In order to broaden participation in the CSX, in September 2015, a growth board was established to attract listings from small and medium enterprises. While there are yet to be any growth board listings, it is anticipated that the junior board will help to accelerate the growth of the bourse and increase trading of CSX-listed equities.

Companies that want to list on the growth board of the CSX must meet the following requirements:

1.  Shareholders’ equity must be at least two billion riel (KHR 2,000,000,000) as of the date of the listing application;
2. The company must have net profit for the financial year prior to listing application or have a positive operating cash flow and gross profit margin of at least ten percent;
3. There must be at least 100 shareholders, holding ten shares or more, who each own less than one percent of the total authorized voting shares;
4. At least ten percent of total authorized voting shares must be owned by shareholders who each own less than one percent of the total voting shares (unless otherwise approved by CSX and the Securities Exchange Commission of Cambodia).

As more companies list on the CSX and trading liquidity, in turn, increases, it is expected that more investors, both international and domestic, will be drawn to invest in the Cambodian bourse. This should in turn lead even more companies to look to public listings to finance their growth. An active stock exchange takes time to develop, but the CSX appears to be on the right track. Vietnam’s Ho Chi Min Stock Exchange began in July 2000 with two listings and is now one of South East Asia’s most vibrant markets with well over 300 listed companies. As the economy of Cambodia continues to mature and expand, the CSX can be expected to follow.

Contact:

Joseph Lovell, Legal Advisor and Head of the Corporate & Commercial Practice Group. With over two decades of Asia-focused legal, business and investment experience, Joseph’s expertise includes cross-border investments, M&A, public listings and corporate law across multiple sectors (technology, media, telecoms, manufacturing, finance, oil & gas, mining, green tech and pharmaceuticals). A member of the bar in New York, Texas and Hawaii, he holds a BS from Georgetown University and MA & JD degrees from the University of Hawaii. Fluent in Mandarin, he is conversant in French, Khmer and Thai.

No. 24, St. 462, Phnom Penh.

Tel: +855 23 210 225

Email: info@sa-asia.com

www.sa-asia.com

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