KUALA LUMPUR (Nov 11): Bursa Malaysia has publicly reprimanded TA Securities Holdings Bhd as the sponsor and principal adviser for Catcha Digital Bhd (formerly known as REV Asia Bhd) for breaches in the Bursa Malaysia Securities ACE Market Listing Requirements (ACE Market LR).

In a statement, the stock exchange operator said TA Securities had failed to assess the internal controls of REV and risk management systems of iMedia Asia Sdn Bhd and its subsidiaries to determine the suitability of the enlarged Catcha group for listing.

In addition, it had repeatedly provided inaccurate and misleading statements and confirmations to Bursa Malaysia Securities in relation to the matter.

"Such conduct by TA Securities as a sponsor and principal adviser was unacceptable, particularly in view of the numerous engagements and queries by Bursa Malaysia Securities." it said.

The operator said REV, which was previously a cash company, proposed a regularisation plan that would involve the acquisition of the entire equity interest in iMedia, which would cause a significant change in its business direction and policy.

TA Securities as the sponsor must ascertain the adequacy of both the internal controls and risk management systems of REV and iMedia group in assessing that the enlarged Catcha group was suitable for listing, pursuant to Rule 4.07(2)(f) of the ACE LR and paragraph 8.0 of Guidance Note 18 (GN18).

TA Securities was found to have violated the following provisions:

(1) Rule 4.07(2)(f) read together with Rule 3.01(2) of the ACE LR and paragraph 8.0 of GN18 for failing to undertake an assessment on the internal controls of REV and risk management systems of iMedia and its subsidiaries prior to or at the material time of submission to Bursa Malaysia Securities of the listing application on REV’s proposed regularisation plan together with the compliance checklist pursuant to GN18 on Jan 22, 2021

(2) Rules 2.18(1)(a) and (c) of the ACE LR for failing to ensure that the original GN18 compliance checklist and the amended checklist submitted on Jan 22, 2021 and June 9, 2021 respectively were accurate and not false and misleading in respect of:

• TA Securities’ statement on the adequacy of the risk management systems of iMedia in the GN18 compliance checklist

• TA Securities’ statement on the adequacy of the internal controls of REV in the amended checklist, and

• TA Securities’ confirmation on compliance with paragraph 8.0 of GN18 in both the compliance checklist and amended checklist

when there was actually no review or assessment undertaken on the risk management systems of iMedia and key internal controls of REV.

“The finding of breach and imposition of the public reprimand on TA Securities were made pursuant to Rule 16.19 of the ACE LR upon completion of due process after taking into consideration all facts and circumstances of the matter including the materiality of the breaches, the role and responsibilities of TA Securities and the fact that TA Securities had previously committed breaches of the listing requirements,” it said.

Bursa Securities said it viewed the violations seriously as the requirements of Rule 4.07(2)(f) of the ACE LR and paragraph 8.0 of GN18 served to ensure that an applicant seeking admission to the official list has proper risk management and internal controls in place for compliance with the applicable laws and regulations and particularly as the state of risk management and internal controls of a listed corporation forms part of the continuing listing obligations and corporate governance requirements under the ACE LR.

“Bursa Malaysia Securities wishes to remind the sponsors and advisers of listed corporations to maintain the highest standards of integrity, accountability and responsibilities including the duty to supervise their employees in discharging their role effectively and competently towards ensuring compliance of the ACE LR,” it said.