Elysis Sdn Bhd
Private & Confidential

From Operating Company
to Listed Platform.

Exclusive Proposal — outlining 2 pathways to Bursa Malaysia.

I · The Opportunity

Public listing is the single most powerful inflection point a Malaysian business owner controls.

It unlocks institutional capital. It builds a generational platform. It transforms enterprise value into recognised, tradeable wealth. It is also the single most professionally demanding exercise your management team will ever undertake.

II · Where You'll Be

Three futures.
The choice is yours.

A Route One
Listed in
6 – 9 months
[Client Name] takes control of a Bursa-listed entity. Your operating business is injected via a regularisation plan and reverse takeover. Publicly traded before the next financial year is out.
B Route Two
IPO-ready in
12 – 18 months
Three years of compliant audited financials. A clean, restructured group. Governance signed off. Principal Adviser engaged. SC submission filed or imminent. Cornerstone investors warm.
A + B Parallel
Both routes
live in parallel
Pursue shell acquisition opportunistically while preparing the IPO track in the background. Close on whichever pathway delivers better terms and timing first.

The choice is yours. The work to get there is ours.

III · Why Now
18
to
24
Months added to your eventual listing date,
if you wait 12 months to start.
The cost of waiting

The three-year financial track record clock resets with every group restructuring.

Once the clock is reset, no amount of fee acceleration buys it back. Time, in this exercise, is the single least recoverable resource.

The companies that move now list in 2027.
The companies that wait list in 2029 — if at all.

IV · The Risks

Three ways
most companies get this wrong.

The failure modes are well-documented. They are also entirely avoidable with the right readiness function in place from day one.

I
Wrong shell, wrong price.
Acquiring a PN17 entity carrying hidden contingent liabilities, or paying above-market for a shell whose regularisation plan later fails Bursa scrutiny. Years lost, capital trapped.
II
Submission rejected or delayed.
SC or Bursa returning the application due to track record gaps, unresolved related-party transactions, or governance deficiencies that should have been cleared 12 months earlier.
III
Principal Adviser misalignment.
Engaging an investment bank too early in the process — or one without sector fit — burning RM500k+ in advisory fees on a submission that never gets filed.
V · Route A

Route A — Listing
via Shell Acquisition.

The fastest legal route to a Bursa ticker. We screen the market, identify the right vessel, negotiate the right price, and run the RTO with you.

What you have at the end

  • A short-list of vetted, sector-appropriate Bursa-listed shell candidates
  • Indicative commercial terms negotiated with a preferred vendor
  • A Principal Adviser engaged on a scope and fee structure you control
  • A regularisation plan and RTO submission in flight

How we get you there

  • Screen the universe of PN17, GN3, and underperforming Bursa-listed entities against your criteria
  • Produce a Preliminary Screening Memorandum for each viable target — financials, shareholding, regulatory matters, RPT exposure, price range
  • Support vendor introductions, term-sheet negotiation, DD coordination, and submission preparation
Your first three shell screenings are included.
Worth RM45,000 in advisory output, covered within the monthly retainer for the first six months. RM15,000 per Memorandum thereafter, payable in advance.
VI · Route B

Route B — IPO Readiness.

The traditional route, done right. Most companies attempt this with no dedicated readiness function and end up paying their Principal Adviser to do work that should have been completed 12 months earlier. We close that gap.

What you have at the end

  • A defensible three-year audited track record meeting Bursa's profit or market-cap test
  • A clean, restructured group entity ready for SC submission
  • Governance, internal controls, and RPT clean-up complete
  • Principal Adviser engaged, equity story refined, submission filed or imminent
  • Cornerstone investor conversations underway
Phase
Months
What we deliver
i.
Diagnostic
1 – 3
Market selection (Main / ACE / LEAP), gap analysis against listing requirements, group structure review, restructuring roadmap, indicative timeline.
ii.
Preparation
4 – 9
Coordination of Principal Adviser, reporting accountants, solicitors, valuers. Equity story, use-of-proceeds, capital structure, governance and RPT clean-up, data room.
iii.
Submission & Listing
10 +
SC and Bursa submission via Principal Adviser, pre-IPO investor sounding, cornerstone engagement, listing-day execution.
VII · Why Elysis

We sit on your side of the table —
and we get paid when you win.

i.

No licence, no conflict.

We are deliberately not a Principal Adviser. We hold no CMS Licence. That is the point. We have zero incentive to push a submission you are not ready for. Our 1% success fee aligns us with your transaction closing — not with regulatory paperwork volume.

ii.

Operator perspective.

Senior operating experience inside Malaysian growth companies, including roles within Bursa-listed groups. We have sat in the management chair when the Principal Adviser walks in — and we know exactly which questions you wish someone had asked six months earlier.

iii.

Bursa fluency.

Active equity research and deal-screening practice across Main Market and ACE Market. Direct working relationships with Principal Advisers, reporting accountants, and corporate solicitors across Kuala Lumpur — engaged on commercial terms for your benefit, not for referral fees.

We work with a limited number of mandates per cycle. The work demands it.

VIII · Your Investment

A fee structure that aligns us with you.

The retainer covers the work that must happen before either pathway can close. The success fee — payable only on completion — represents the bulk of our compensation.

Monthly retainer Payable in advance by the 7th of each month
RM30,000/ month
Success fee · Route A Cash + share consideration at issue price · paid 14 days post-completion
1.0%of consideration
Success fee · Route B Gross proceeds at offer price · paid 14 days post-listing
1.0%of IPO proceeds
Additional shell screenings From the 4th Memorandum, or after month 6
RM15,000each
The math, in context

Shell acquisitions typically incur total professional fees of 3 – 6% of consideration. Our 1% sits alongside, not on top of, Principal Adviser fees.

IPOs typically incur total professional fees of 5 – 10% of gross proceeds. Our 1% is paid only on listing day.

If you don't close, we don't get paid the bulk of our fee. That is intentional.

IX · Roadmap

Indicative 18-month roadmap.

Months 1 – 3
Months 4 – 6
Months 7 – 9
Months 10 – 12
Months 13 – 18
AShell
First three shells screened, target criteria locked
Preferred target identified, term-sheet negotiation
Due diligence underway, Principal Adviser engaged
RTO submission preparation
ListingSubmission · approval · listed
BIPO
Diagnostic complete, restructuring plan agreed
Restructuring commenced, ecosystem engaged
Equity story and capital structure finalised
SC submission preparation
ListingSubmission · approval · listed
X · Partnership

What we need from you.

A real partnership needs commitment from both sides. We ask for clarity on four points.

  • A single decision-making point of contact authorised to commit on commercial terms — CEO, CFO, or Executive Director.
  • Timely access to financial records, group structure information, and key management for diagnostic work.
  • Direct engagement of all licensed third parties — Principal Adviser, solicitors, reporting accountants, valuers — with Elysis coordinating.
  • Monthly steering meetings throughout the engagement.
In return

You get our full attention, our full network, and our full skin in the game.

XI · Next Step

The next thirty days.
One decision.

From this proposal to your first deliverable — three concrete commitments and one signature. The 2026 listing window does not stay open for delayed starts.

Day0
The working session.

At your offices or ours. 90 minutes. No fee, no obligation. You leave with a one-page Route assessment whether you proceed or not.

Day7
Engagement letter executed.

Formal terms reflecting the commercial structure herein. First retainer invoice issued. Diagnostic phase begins.

Day30
First deliverable on your desk.

Route A — a Preliminary Screening Memorandum on your first vetted shell candidate. Route B — a written diagnostic with restructuring roadmap.

Acknowledgement of intent

By signing below, the Client confirms intent to proceed on the commercial terms outlined herein. The engagement letter will be executed within 7 days of this acknowledgement.

Signature
Steven Tan, Executive Director Elysis Sdn Bhd
[Authorised Signatory] [Client Name]
Contact
Emailsteven@elysis.my
Mobile+6017 878 1291