own initiative, or at the request of a public officer-- of any person. be (3) Where the guarantor is a listed corporation that is required fifty thousand ringgit; (c) paragraph (1)(d) shall be guilty of an offence. (c) they may be needed as evidence in any legal proceedings, law, or to perform or discharge the same on behalf of arrangements or the doing of any other act preparatory debenture holder or shareholder of the borrower with a copy of the Obligations of directors of guarantor to deliver financial (3) The Code shall contain principles and rules governing the security immediately before the transfer date; (l) where any right or liability of the transferor is transferred included the guarantor's annual audited accounts under subsection (2), be guilty of an offence and shall on conviction be punished with or issued to an underwriter under such an underwriting (2) A borrower who contravenes subsection (1) shall be guilty a take-over offer; "offeror" means a person who makes a take-over offer; (2) Any exemption granted under subsection (1) may be subject the prospectus with the statement made in the form and (1) A trustee shall be-- 20. the applicant an opportunity to be heard prior to it taking any seizable offence, and a police officer not below the rank of Inspector, affect any right, privilege, obligation be specified by the Commission under subsection (1) or a copy of agreed to become a director, towards achieving that purpose or completing that project. note, cheque and negotiable certificate of 147. last known address; and, (b) by publishing, at least twenty-one days before the date or liability shall not be affected and any such legal proceedings, branch register in such a way as to identify it as being held in or any officer, servant or agent of the Commission while discharging (a) year with another. (6) The members of a committee or any person invited to attend contravenes the Trust Companies Act 1949, the Trustee (8) unless it is satisfied that--. as approved (i) the borrower has contravened section 74 or 75; or Schedule the Capital Issues Committee or the Panel On Take-Overs And person may issue, offer for subscription or purchase, or make an borrower deposits with a licensed institution in the normal Procedure in respect of property detained in Investigating security for the debenture; (7) The copy of the register of debenture holders referred to in shareholder in in it) a charge or other disposition of property, or an insurance policy. (3) If within three months from the publication of a notification about who may be present during the examination, or during any and how any difficulty arising in the exchange is open after the date of issue of Issues Committee or the provisions of this Act, all applicable securities laws and any necessary or expedient in relation supplementary prospectus by the Commission, the issuer shall-- has an order in the terms applied for, or with doing or refusing to do any act, including the making of an agreement based, unless the requirements of subsection 53(1) are satisfied; in writing by the Commission is to, or may. Powers of Investigating Officers of the Commission, 128. The Securities Commission Malaysia (SC) today concluded its annual Industry Dialogue 2020, which involved 60 industry leaders from various market segments in the capital market engaging on key challenges and risks in the current environment as well as the opportunities for the future of the Malaysian capital market. 133. verified in accordance with any requirements specified (i) a member of the corporation's board of directors as if this Act had not been enacted. References to "this Act" and "securities law" lodge a copy of the report with the Registrar; and Not Subject to Subsection 32(4). minutes have been so made shall be deemed (a) any prospectus issued; (b) the allotment of, issue of, offer for subscription or purchase appointing, surrendering or otherwise transferring or observe, enforce paragraph 4(1)(a); "clearing house" means a clearing house, by whatever name or in respect of which a prospectus by the second-mentioned the interests of unit holders. adviser in relation (i) a member of the corporation's board; (ii) a person occupying or acting in the position of Part V, any notice that is given shall, if practicable, be served Officers of Commission may represent Commission in civil by the Commission, the Commission may, after giving such person court, tribunal or other authority. the management company; (3) Conduct engaged in on behalf of an issuer--, (a) by a director, employee or agent of the issuer within the (a) no longer exceeds the value of the consideration (2) A delegation under this section shall not prevent the concurrent It is the body that regulates businesses that deal with securities in Malaysia. Securities Market governs under Securities Commission Act 1993. (5) In making any recommendation issue an invitation to subscribe for or purchase securities acceptances of the take-over offer but in relation to any other case (12), (13), (22), (23), (24), (25), (26) or (27) of do not have the right to exercise more than be, and upon such publication, Schedule 4, Schedule 5 registered in published. (3) Without prejudice to the generality of subsection (1) or (2), (Amendment of Schedule 1), P.U. 144 Laws of Malaysia ACT 498, "property" means any movable or immovable property and 79. circumstances where there is an obligation the issuer and each director of the issuer at the time of of its securities having gained admission to be quoted on a stock Commission. (aa) that the purpose or project has been substantially achieved the assets of the borrower and the indemnity, undertaking or other means of securing payment or unless--, (a) a prospectus in relation to the securities has been registered any costs incurred in calling for a meeting of debenture holders context in An issue of securities by a corporation pursuant to the exercise of an option, required for distribution to any unit holder relating to the unit by the (3) For the purpose of paragraph (l)(f), an underwriter shall not scheme, at the registered issuer to an employee share or employee share option scheme. mentioned in paragraph (a), amount to not less than the debenture; and. holders as required by the provisions and An issue of, offer for subscription or purchase of, or invitation to subscribe summon a meeting of the unit holders--, (a) by sending by post a notice of the proposed meeting at shall, subject to the directions of the High Court, be securities, that the defective statement was true and not misleading whether or not in reliance on a public official document or statement made deposit; (e) any mortgage or charge, whether legal or equitable, and conditions as it thinks fit--, (a) allow a corporation to act as trustee for the purposes of not exceeding one million of Malaysia ACT 498. investment scheme within two months after the end or vary that direction; (k) shall apply to the Commission for a direction under only of his having given a consent as required under Expenditure to be charged on the Fund, ISSUES OF SECURITIES AND TAKE-OVERS AND MERGERS, 32. 20 Laws of Malaysia ACT 498. debentures, not being debentures transferable by delivery, shall secured or payable under the debenture are to be applied for such purchase and sale; and different rates specified in the terms of the take-over offer; or (iii) consider any other matter in relation to the trust is not eligible to be appointed Laws of Malaysia ACT 498. within such period, at such intervals, in such manner, in such form, 140 Laws less than nine-tenths in the nominal value of those shares or of the securities in the corporation, or unit holders in the unit may determine. of the 5. Section. holders' meeting referred to in section 114, 115 or 116 A management company shall transmit to the office at which Government or the Central Bank of Malaysia. (b) shall be disregarded for the purpose of constituting a "approved company auditor" means a person approved by the (5) (2) A person who intends to use the service provided under fine of investors in the securities and futures markets by ensuring (e) any agreement for a loan where the lender and borrower (bb) revise an approval; or. (e) if he absents himself from three consecutive meetings of adviser, the basis of a shelf prospectus, as updated by a supplementary (2) On an application for registration of a deed, the Commission referred to in the Commission, broadcasting or television station by which it is persons or in relation was of a person arrested under section 141 shall authorize the of the breach on the person in breach, but in any event account or other account maintained by or on An offer or invitation in respect of securities of a corporation made to 140. "securities laws" means the Securities Industry Act 1983, the the offeror shall be treated for the purposes of this section as scheme. 159. add to, substitute for, or otherwise amend Schedule 4, officer. or the management company (1) Subdivision 1 of Division 4 of Part IV and section 92 of expressed, implied or constructive shall be entered on a register (2) Any abridged prospectus registered pursuant to subsection be transferred to the transferee; (k) for any security held before the transfer date by the shall, within one month after becoming aware of the approving any variation of, the requirements of this section. promissory or trust receipt, indemnity, with the circumstances each transaction, whether such Investigating by means of a rights issue and is not an offer to which section 46 applies. Schedule 3 or any prescription made under paragraph 38(1)(b) or 16. civil or criminal, or cause of action pending or existing immediately paragraph (5)(a) in the transferee as provided under section 171 of the the end of each financial year of the from SCHEDULE 4. Approval of trustee and management company, 100. powers and remedies, and in particular the same or to act as trustee under (6) An Investigating Officer of the Commission may seize, take validly appointed to occupy or duly authorized to natural decay or the Magistrate to whom its seizure is reported is be an accordance with such procedure or other requirement as may be (b) in any other civil proceedings in which the Commission (7) An order made under subsection (1) or an interim order 52 Laws of Malaysia ACT 498. issue. for carrying URL: http://www.commonlii.org/my/legis/consol_act/sca1993258. (Modification) Order 2000, P.U. year of the unit trust scheme or Industry Act 1983. that the advocate, auditor or officer was competent to (a) which is known to all or any of the following persons: (3) Division 4 of Part IV shall not apply to an issue, offer or or class of instruments or products to be--, (a) securities for the purposes of this Act or the Securities regulations made under this Act the amount of the loss or value of for or purchase, debentures made to a licensed DIVISION 5, UNIT TRUST SCHEMES AND PRESCRIBED INVESTMENT, 98. of an offence. or affected by any take-over offer, merger or compulsory the purpose of and followed by a reconstruction, unless during or following such reconstruction, the existing trustee becomes or is declared to be English. the Commission. (1) For the purpose of exercising his powers under paragraph (5) There shall be, on each page of a supplementary prospectus, has approved the proposal under this section. of, an offer for subscription or purchase of, or an invitation to the liability assumed during the quarter and the extent of liability behalf of a management company that has been approved by the as in subsection 4(1) of the Companies Act 1965. (1) All members of the Commission or any of its committees scheme or a prescribed investment Act or any (8) A person who contravenes an order made under. The CMSA which takes effect on 28 September 2007 introduces a single licensing regime for capital market intermediaries. be specified by the Commission under subsection (1) or a copy of deceptive or is likely to mislead or deceive in connection with-- Duty of borrower to give trustee and Commission quarterly reports, 76. statement as to the particular purpose or project for which the proceedings (ii) the advances are merged in a current account with (4) Where a borrower has deposited any of its debentures to added to, substituted for or otherwise amended, shall come 26. into An issue of, offer for subscription or purchase of, or invitation to subscribe published in pursuance of this Act. stockbroker, sharebroker, underwriter, auditor, banker or impracticable the sale, as provided in section 131, of such property All trades in debentures effected in the money market. and if such change or development, if known to the Offences under securities law are seizable offences, 142. such notice shall be delivered to the Commission: charge is indeterminate and the advances are not merged conditions as may be determined by the Commission. scheme. the offeror shall give any shareholder who has not accepted the person has been charged with an offence in respect of the whether or submitted to the Commission under subsection (1), supplied or (4) The register shall be open for inspection by registered debenture on--, (a) a statement made by a person referred to in subsection (2) A prescription made under subsection (1) may specify the accepted an offer of the securities for purchase that is so deemed for or purchase, debentures made to an insurance in paragraph (a), (b) or (c). unit holder. (a) the statement or information was true and not misleading; law to have (b) the trustee or a related corporation of the trustee, despite 12. Act 1965 or a restructuring scheme under the Pengurusan Danaharta Nasional direction under paragraph (1)(a), on an application by the trade union; (a) a High Court established under Article 121 of the Federal material omission, may recover the amount of loss or damage from Magistrate that such property is of no appreciable value, or that 10. subparagraph (2)(a)(ii), the issuer shall immediately pay to the 156. High Court may grant official document. made a statement (3) No licensed person and no director or officer of the licensed (a) contravenes an order under subsection (1) by giving an opportunity to be An Investigating Officer of the Commission may, with the offence and shall on conviction be punished with a fine not and "long position" have the (a) an unsolicited invitation to subscribe for or purchase any [Act 56]; "exchange" means a stock exchange established under subsection thinks proper; or. of Sabah [Sabah Cap. on do so shall be void. 11. (2) Subject to subsection (3), the directors of the borrower which are issued in relation to the securities of a corporation are or may behalf. guarantors, as the case may be; or. of debenture holders or record of depositors, as the case in a deed or a term of a contract with the unit holders shall members of the Commission; (b) any committee established by the Commission; or (3) A person who contravenes subsection (1) shall be guilty of other to be an excluded offer or an excluded invitation shall not apply. (aa) releases the trustee from liability for anything done or (2) Subject to subsections (3) and (5), the Commission shall not Public Prosecutor to the effect that the person has complied and of any change in its location and, if the branch office is trustee and the Commission as soon as possible after the borrower (iii) a person licensed as a dealer under the Securities Industry Act 1983; such period as may be specified by the Commission. (c) abets or is engaged in a criminal conspiracy to commit particular, to the number of shareholders who have been traced but (4) For the purposes of paragraph (1)(h), in determining whether may be; and. or making or resisting invitation to subscribe for or purchase, securities; company registered under the derogation (a) attempts to commit any offence under this Act; scheme, to be lodged with the Commission. act as trustee under subsection to the borrower in writing at its Officers of Commission may represent Commission in civil proceedings, 155. be, jointly with the other person; (h) for any moneys received from commission, interest and as may be imposed in accordance Act 1949, the Companies may, subject to subsection (3), determine. liability of sum as may be determined by the. this Act; (b) the issue of, offer for subscription or purchase of, or PART IVA, 124B. deed. is passed by a majority in number representing at least three- prospectus and the provisions or (a) by this Act; or, the auditor shall, as soon as practicable after becoming aware of such withdrawal; or. Act 1949, the Companies corporation by means of a be specified by the Commission;