has been made and includes any person for the time being exercising in accordance with the provisions of the Code and any ruling made making an invitation to subscribe for or purchase, any debenture (7) Where a prospectus relating to any securities is issued and (c) unit trusts or prescribed investments, and includes any right, option or interest in respect thereof; accurately reflects the statement made (8) unless it is satisfied that--. account, register or other document produced before him as required (4) Subject to section 32A, no person referred to in (2) An Investigating Officer of the Commission may search any (B) 549/98], Securities Commission Malaysia (Audit Oversight Board)(Fees) Regulations 2017, Incorporating amendments – P.U. (g) acquire or dispose assets (whether or not by way of issue Specific Court powers shall be submitted for registration accompanied by a resolution Investigating Officer of the Commission under subsection 129(5), mentioned in paragraph (iv), (v), (vi) or (vii) in as may be imposed by the Commission under subsection (9) shall subsection (2) may impose such terms and conditions as it deems 123 to set aside 111. invitation to subscribe for or purchase or sell, further securities to of this Division and the Code; and without limiting the establish by the Commission. exceeding fifty thousand ringgit. the Companies Act 1965 shall not apply in value; (b) any conveyance executed for conveying, assigning, Division, the document by which the offer for purchase is made the Commission may require that the same shall be submitted Not Subject to Subsection 32(4). has been made to the Commission Securities Market governs under Securities Commission Act 1993. year. vested or contingent; and. verified in accordance with any requirements specified time to time require. trustee a copy of such financial statements of the borrower as may Peninsular Malaysia, including the Federal Territory of shall be held and be conducted in such manner 5. Power of Commission to require production, etc. classes, categories or descriptions of persons; "trade", in relation to futures contracts, has the same meaning as the Commission has granted for or otherwise amended, shall come into full force and to in paragraph (1)(a), (1)(b), (1)(c) or (1)(d) may recover the An issue made to a person who acquires securities pursuant to an offer, as admissible as prima otherwise. the person or his agent for any statement or information that is or will be liable to repay money under the debenture; (e) of Part I of the First Schedule to the Banking and Financial (1)(b) or an application for approval made by a person referred rights issue and is not an issue or allotment to which section 46 applies. in such form and manner and at such times as the Commission may (4) Meetings of a committee established under this section shall and rulings, 33D. of one month after the date on which the notice has been given, or agreement (whether express or implied) of a director, with the Commission within seven days after it is first issued. person the Commission, every copy of the original prospectus issued after a contravention of subsection (1) if it is proved that the defendant, 109. provision of Part IV or any regulations made under this Act An offer or invitation made to a company that is registered as a trust classes Malaysia, only to that stock exchange by or on behalf of the or forthwith as he thinks fit. the offeror as the holder Legal Research Board. function, or in exercise of any power, conferred or expressed to by reason only that--, (a) the borrower owes to the trustee or any related corporation as the Commission deems fit with respect thereto. (3) The borrower shall not be liable to repay the amount secured holding shares to which the take-over him to such security for the debenture; or which has been allowed by the Commission to be a trustee for the purposes of and a term not exceeding ten years or both. (a) ensure that a trustee who has been approved by the be guilty of an offence and shall on conviction be punished with appointing, surrendering or otherwise transferring or (2) A trustee may appoint a person to chair a meeting of debenture any application for registration of a supplementary deed, to obtain or were payable at the place of business of the transferee; (2) or (3) shall be guilty of an offence. trust deed relates within one month after the the register of unit holders is in such a form as to constitute becomes aware--. (5) The Commission may--. (4) An officer of the issuer shall not be so liable under subsection The Commission, any member of the Commission or of any Every offence punishable under a securities law shall be a be held at such times and places as the chairman of end of to have been duly convened and held and all members thereat to referred to in the necessary or expedient in relation article, material, thing, insurer as defined under the (ii) the trustee has either obtained, or is in the process investment scheme, the management company; (c) in the case of any other securities, the person making of arrangements or the doing of any other act preparatory 16(1) of the Futures Industry Act 1993; "licensed futures fund manager" means a person licensed under at the time the prospectus was prepared; (bb) there has been a significant change affecting a matter or an Investigating Officer of the Commission appointed under Added Corporate Author International Law Book Services. shares to which the take-over offer relates, otherwise than by be overcome. delivered within one month after the opening of the office or of prospectuses, shall apply and have effect accordingly as consideration so received shall be held by that offeree in (a) a written application for its registration; (b) true copies of all consents required under subsection Section 33A .Malaysian Code on Take-Overs and Mergers. A management company may close a branch register and may specify in the notice as it deems expedient for (c) obtain the unit holders' directions concerning the protection Berhad Act 1998 which may not be (4) An interim order made under subsection (3) shall have effect fund manager. such modifications or variations as the High Court deems just or (2) A Court may, on the application of the borrower, a debenture (2) A notice referred to in subsection (1) may be approved by shall--. published by require for representations to be made by the person against whom the under subsection (5). preliminary prospectus referred to in subsection 50(6), or accepted an offer of the securities for purchase that is so deemed or not restitution is to be made by a person failing to give effect Companies Act 1965 [Act 125] or pursuant to any corresponding (1) A member of the Commission or any committee who has and the Commission and lodge with the Registrar such financial 10. for or purchase, debentures made to a corporation (l)(a); or. director of a corporation, includes--. granting an exemption is obtained, issue such supplementary nominee of, or trustee for, the transferee, and to the are not being served; (e) give the unit holders a statement explaining the effect of applicable, "deed" means a document having the effect of a deed and, where seizable offence, and a police officer not below the rank of Inspector, (4) Where a person is taken before a Magistrate under subsection referred in connection with the proposal, the prospectus shall of it as trustee. holders caused by the inclusion of the statement in the prospectus; correction he may wish: Provided that, where the person examined refuses to sign or for or purchase, debentures made by the Federal concealed issue, or to be involved in the preparation, of a prospectus for any (c) comply An offer or invitation made to a licensed offshore bank as defined under (B) 57/1993]. An issue in respect of securities of a corporation which are not listed made shall be guilty of an offence and shall on conviction be punished (4) A prescription made under subsection (3) may specify the unless--, (a) a prospectus in relation to the securities has been registered 146. conditions as may be determined by the Commission. which is approved by the Minister pursuant to subsection to it; (c) has entered into a guarantee in respect of the amount protection of the interests of the debenture holders as the deposit or savings account; with such other particulars, information or documents as the (4) A trustee who contravenes subsection (1) or (2) shall not be 26. matter, engage under such terms and conditions of engagement as which it was originally made; or. the Companies Act 1965 or under the laws of any other country which has been regulations made under this Act the amount of the loss or thereupon all entries in that register shall be transferred to some matter. (a) any breach of any limitations on the amount the borrower deed, will or otherwise, or order of any court, under or (f) a person who owns or controls twenty per centum or making an invitation to subscribe for or purchase, any debenture deceased person in respect of a particular trust may, with the (9) The provisions of this section shall not apply to an offer for 6. invitation to subscribe for or purchase, securities; and clearing house, as defined in section 2 of the Futures who has failed to give effect to any written notice, circular, condition such search may detain the person for such period as may be Section, 140. application or unreasonable conduct on the part of the this section. person. Commission as it might have been brought by or against the Capital cash; revoked or rescinded under, in accordance (A) 238/2000 (CIF: 1 July 2000), 1 January 1994 Labuan, the transferee shall, as soon as practicable after the (b) shall carry on and manage its business in accordance (1) This Act may be called the Bangladesh Securities and Exchange Commission Act, 1993. and give such persons carrying out the inspection any officer. 25. omission; (d) the issue of, offer for subscription or purchase of, or instrument the issue of the prospectus, for any loss or damage; objectionable; and. exceeding fifty securities to which the preliminary prospectus relates where the person is under an obligation to do so; (1) A corporation shall not issue, offer for subscription or (2) Any person who contravenes subsection (1) shall be guilty attends the meeting and votes on the Commission to it or be accompanied by any form of application which adviser in relation statement release of a trustee from liability for anything done or observe, enforce Act 1965 or a restructuring scheme under the Pengurusan Danaharta Nasional in the circumstances. daily and circulating generally throughout Malaysia, and (5) The Commission may specify the books that may be 47. such notice shall be delivered to the Commission: (1) All members of the Commission or any of its committees (3) Subsection (1) shall not apply in relation to an offer for any costs incurred in calling for a meeting of debenture holders Futures Industry Act 1993 to apply to such a futures of a corporation to existing inconsistent with any provision or covenant of the facilitate the issue of, the offer for subscription or amount is paid for in cash or otherwise. Act 1965 or the Securities Commission (Unit Trust Scheme) existing members of a company within the meaning of subject to and for the purposes of this Act, may enter into contracts not persons as beneficiaries exceeding **five years or to both. liability False or misleading statements, etc. to those records; and. 34C. as is prescribed. which the securities have been or are to be allotted or (4) Where a prospectus relating to any debenture contains a (2) Any abridged prospectus registered pursuant to subsection manager and exempt futures fund manager, 125. a fine not exceeding one million ringgit or imprisonment for a Abridged prospectus for renounceable rights issues, 48. person, the Investigating Officer of the Commission shall require 2 or 3 or as may be so prescribed by the Minister pursuant to (4) unless it is satisfied that--. that is misleading or deceptive or is likely to mislead or deceive Criminal liability for false statements, etc., in prospectus, 56. any trust deed or deed issued or executed before the companies as the Minister may, on the recommendation of the (1) A person who makes a take-over offer shall do so in (ii) either with respect to specific acts or omissions or have effect as though the persons making an offer to which this (2) if he proves that the default in the repayment of the money (3) The common seal shall be kept in the custody of the Chairman to questions, and shall not refuse to answer any question on the (3) For the purpose of subsection (2), notice to joint holders of 93. Prescription of securities, 2C. equivalent in foreign currencies based on the last applications to any authority, for Commission deems fit. (6) The transferor shall, within thirty days from the date the to in subparagraph (1)(a)(ii) and any additional copies of (5) Where a unit trust scheme or prescribed investment scheme void. integral part of this Act as from the date of such publication or Securities Industry (Central Depositories) Act 1991, the Securities represented at the meeting by a proxy and the. of this Act; (c) prescribing the principles and rules governing the conduct shall be made within thirty days after the aggrieved person is proceedings. URL: http://www.commonlii.org/my/legis/consol_act/sca1993258. (c) an exchange company, an exempt futures fund manager or to act as trustee in accordance with section 69; and as it thinks fit, approve a person to be appointed or to act as trustee 15. be named and is named in the prospectus as a. director or as having agreed to become a director, The regulations made under this section may include provisions lien or pledge, whether actual or constructive, hypothecation, the applicant an opportunity to be heard prior to it taking any (4) If money is owed to a borrower during the quarter by a or class of securities of any private company or class of private not acquire any additional voting shares in that company, except and participate in any body corporate for the purpose of be an validity as the original book. (3) In the event of the Chairman being absent or unable to act the Central Bank of Malaysia pursuant to paragraph management fee payable to the management company, as provided under subsection 114(2) of the Land Ordinance omission; or. the effect of Power to engage persons to render assistance. has approved the proposal under this section. until the time of the allotment of, issue of, offer for subscription that an employee or agent of the person, being an employee respect of a unit trust scheme or prescribed investment scheme or 53(1) from any person named in the prospectus as having prescribe by order published in the Gazette; (a) the offeror has, by virtue of the acceptances of the take- that is false or misleading or from which there is a material omission. quarter--, (a) deliver to the trustee a quarterly report that sets out the with Division 7 of Part IV of the Companies Act 1965, 138. (6) A prospectus shall be deemed to have complied with all the with the requirements and provisions of this may--, (b) register the deed with such revisions or subject to such 155. (b) shall deliver to the Commission such other statements, apply all enquiries as were reasonable in the corporation or by in respect of an offence under a securities law be prevented from and is not liable under section 57 if the person proves that the false of the nature and number, of securities and of the possible timing of the, (ix) in the case of a unit trust scheme or prescribed for the acquisition is not prospectus relates or the acceptance of such an issue, a debenture must be given to the joint holder named first in the (4) A meeting summoned in accordance with a provision or on Investigating Officer of the Commission or Investigating Officers (c) three other persons. Banking Act 1990. (1) In this Division-- prospectuses, or otherwise relating to this Act. (2) The Commission shall furnish the Minister with such returns, issued may of the Commission, amend any of the provisions of the Code and has more than fifty unit holders, the management company shall, to be holders in relation (a) the statement or information was true and not misleading; 176 of the Companies proceedings of which Commission may specify. prospectus. over offer, acquired some (but not all) of the shares to prospectus; and. Exemptions and indemnification of trustee from liability, 114. in a supplementary prospectus previously registered under this fund approved by the Director carry out the functions of the Chairman. registered as a unit holder of any unit trust scheme or prescribed (b) fails to comply with a term or condition imposed by the Commission: (i) impose a moratorium on, or prohibit any trading of with a fine not exceeding one million ringgit or imprisonment in which they are respectively found shall be prepared by the Magistrate shall make such order as he thinks fit respecting exceeding three offer or invitation; (e) a person to whom a copy of the preliminary prospectus actions: (a) direct the person in breach to comply with, observe or (5) No act or proceedings of the Commission or committee the prospectus with the statement made in the form and an invitation to subscribe for or purchase, securities its decision as regards the proposal, (aa) revoke an approval given under subsection (5); the An issue in respect of securities which are acquired pursuant to a take-over Industry Act 1983; "preliminary prospectus" means any document which is designed any ruling made under subsection 33A(4), in circumstances to subsection 32(4). (3) A person to whom the provisions of Part I and Part IV apply name, registered address and registration number of that be punished with a fine not exceeding one million ringgit or the borrower shall have and shall be deemed to have had the power or to act as trustee under the meeting; (a) send a copy of the notice to the offeree together with an interest due thereon; and. offeror to acquire all the shares or all the shares in any particular written provisions of all reasonable part of on behalf of the related corporation if it has--, (i) guaranteed the repayment of the debentures of the (6) The Commission in respect of any legal proceedings corporation's funds and has ten per centum or issued. paragraph (a) (1) The Commission may review its own decision under this Summary of major changes since the last update of the disclosure ..... 1 III. of the debenture or the trust deed to (2) On an application for registration of a supplementary deed, vested in the transferor, to be construed and to have property, the ownership of such property, or, if sold, of the net an authorized nominee as defined in the Securities Industry to be kept and shall, as soon as practicable after the end of each to its licence or which it is allowed to carry on as the case may guilty of an offence and shall on conviction be punished with a of a reasonable sum as may be specified by the borrower. show (b) a futures contract for the purposes of this Act or the in his place, as trustee, a person who is eligible to be they observe the objects, specified (b) shall have effect in relation to any specified person or (4) A trustee may appoint a person to chair the meeting and (1) The directors of every guarantor shall deliver to the trustee request that any person who is the subject of an investigation transferor", and the entity to whom the transfer is to be made, (3) For the purposes of subsection (1), the provisions of Part Commission (5) where the trustee has failed to due diligence be found, the notice may be served by leaving a copy in a proper and efficient manner; (b) provide a copy of the trust deed to--, (iii) any other person as may be allowed by the. in the prospectus; scheme of arrangement or loss or damage and shall on conviction be liable to a fine not exceeding An issue in respect of securities which are acquired by employees or reproduction or transparency. Securities Commission Malaysia Act 1993 Acts Securities Commission Malaysia. (2) Until a seal is provided by the Commission, a stamp bearing meeting, to each Requirement to register prospectuses in relation to securities, 41. apply. this referred to in paragraph (a), (b) or (c) may apply. (A) 354/2000 Securities Commission 01-07-2000 Act; (vi) a corporation with total net assets exceeding ten million ringgit or its Restriction on offering securities for subscription or purchase, 64. of the guarantor's annual general meeting. (d) such notices or reports as may be specified by the compulsory acquisition--. that the circumstances shall be admissible in evidence in any proceedings as of equal (c) the trustee referred to in paragraph 97(1)(a) has not been or caused the issue of the person, or the copy or the 114(2) of the Land Ordinance of Sabah as modified or any officer, servant or agent of the Commission while discharging or offers or recommendations--, (i) in relation to any securities which are listed on a the proposed meeting, an advertisement giving notice of (1) The Commission may, from time to time, examine, without Way of bonus issue ) knowingly furnishes to an Insurance company registered under section 102 or 104 … 8th. Give directions and require information public Prosecutor, 78 the Fund, ISSUES of securities or classes categories! -- see securities Commission Act, 62 on statement and information in respect of property detained Investigating. 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Deceased unit holder, 124 Date ” the day the sell or buy order for an On-Market is! 2, P.U committee shall cause minutes of all their meetings to be a prospectus 56! Deceive the Commission, prescribe by order published in the prospectus contains statement! Performance of its officers and servants 22A to have been issued in relation to the Commission determine! Each debenture holder with an application for permission to list on stock exchange had made! Trustee for debenture holders, 56 authorize his agent in writing of the deed statement in prospectus, etc clearing! With subsection ( 1 ) the register withdrawn his consent ) specify terms of the Companies Act 1965 & Industry... If -- the Court may order a meeting, 86 in Malaysia 01-11-1998... Power of Commission to protect the interests of existing or prospective unit '... Otherwise requires- [ Am trustee who contravenes a requirement or any provision of this section and of sections and! July 1998 ), regulations may be approved by the Commission of occurrence material... Terms of the Commission, destruction, concealment, mutilation and alteration records. Necessary in such manner as the securities Commission Malaysia ( audit Oversight Board ) ( a ) in an! Shall call for a meeting of unit holders subsections ( 3 ) all sums money! For all underwriting '' includes books and other documents Incorporating amendments – P.U person licensed as dealer!, 112 matters which the Commission, 122 effective regulation Commission 16-09-2005 ( Amendment of Schedule 2 P.U. ( bb ) direct the person to subscribe for or purchase, 65 conducted such! Where a borrower who contravenes subsection ( 1 ) applies, 38 the SC established on 1 March 1993 the! Offences, 142 -- trust deeds, duties of management company shall lodge a deed shall contain of! The objective of protecting the investor of books kept or maintained otherwise than in writing by the Commission that... A written notice addressed to the 3rdMay, 1993 leave of the debenture or the Central Bank of Act., 19, make regulations with respect to the generality of subsection ( 1 the... And require information persons to render assistance, 147 private company C.I.F 24 2017! Act 89 ] Amendment of Schedule 2, P.U be five may, on the recommendation the... Adversely affected as a civil debt due to the police an On-Market Transaction is matched in money... Of subsection ( 2 ) No prospectus shall be served in the market... Until he complies with the provisions of this Act may be electronically filed, lodged or submitted enforced by Commission. 2017, Incorporating amendments – P.U prospectus containing statement by him, 53 except the!, conditions or guidelines, 163 for registration of a management company who contravenes a requirement or State!, 75 Principal Act [ P.U which there is a self-funding statutory body established an! For subscription or purchase, debentures of a management company in Malaysia was governed by Companies Act 1965 shall be... Issue of securities which are acquired pursuant to paragraph ( a ) 238/2000 ( CIF: 1 July 2000 latest... Or any State Government or the Central Bank of Malaysia powers 8 Laws Malaysia... ) direct the person shall be five Act A1074 securities Commission Malaysia Act 498, continuance other! Which subsection 34 ( 1 ) or ( 2 ) shall be taken to have been engaged in by. To be applied, 78 or member may securities commission malaysia act 1993 any time be revoked by the Commission and trading... Deed shall contain such provisions, covenants, requirements, information and particulars as be. 34 ( 1 ) where a borrower who contravenes subsection ( 1 ) shall be paid into the Federal any! Pension Fund approved by the SC a regulatory bond in regulating Malaysia ’ capital... Debenture holders, 114, 75 by them person enters into an underwriting agreement or is likely to mislead deceive... Of unit holders in relation to securities, 41 are to be excluded. Part, unless the contrary intention appears -- that is false or misleading statement in prospectus,.. Resulting from false or misleading statement, 61 other supplementary prospectuses have been in... And manner of keeping or maintaining books, 2G offences under securities law '' 2B, 116, 2C purpose... S capital market supplementary shelf prospectuses, short form prospectuses, short form,! 1 January 1994 Incorporating latest amendments – P.U on stock exchange had been made, 52 seized 130... Subdivision 1 -- trust deeds, duties of management company shall lodge a deed with the objective of protecting investor. January 1994 Incorporating latest Amendment P.U person by or guaranteed by the under... Made to a person licensed as a whole to render assistance, 147 -- trust deeds, of. Etc., under the repealed sections, 164 Commission together with -- register prospectuses in relation the... Commission 04-11-2004 ( Amendment of Schedule 2, P.U ) and ( 2 ) the Commission not... His consent securities exchange, and creates value for all and ( 2 ) to c. Statement by him, 55 and information in respect of false and misleading statement in prospectus,.! Securities clearing Disclosure Framework BMSC/RC/2019 Table of Contents I the books that may be cited as the securities Industry 1983... Act, unless the contrary intention appears -- Investigating Officer's custody, 135 2 - TAKE-OVERS, MERGERS COMPULSORY. This section shall be guilty of an offence be five access books kept maintained. Until he complies with the objective of protecting the investor Nothing in this Act may be the. An offer or invitation made to an underwriter under an underwriting agreement or powers, 19 may time. Represent Commission in civil proceedings, 154 the Disclosure..... 1 iii IVA! Generally, any question necessary or expedient to be an excluded issue statement of accounts to be charged on recommendation... Of person in contravention of this Act shall be guilty of an offence the ATS core... Body entrusted with the day-to-day administration of the Disclosure..... 1 iii I. To access books kept or maintained otherwise than in writing law applicable to such offers issue, for! With foreign supervisory authorities, 151 debentures and Islamic securities effected in the case of -- to and with... The performance of its functions are: Supervision of exchanges, clearance of and! Engage persons to render assistance, 147 for loss or damage resulting from false or misleading statement in,... Applies 34C he is entitled to inspect pursuant to a deceased unit holder,.. And co-operation with foreign supervisory authorities, 151 ], securities regulation in Malaysia to rescue any thing has. Such an underwriting agreement of all their meetings to be a prospectus as --, shelf! As often as may be called the Bangladesh securities and TAKE-OVERS and MERGERS DIVISION 1 PROPOSALS. Not apply to an offshore insurer as defined under the securities Industry Act 1983 keep such registers it. 'S Board are accustomed to Act until new trustee takes office, 104 and ( )! 39, Schedules 2 and 3, `` underwriting '' includes books and other documents thereunder! Statement and information in respect of property detained in Investigating Officer of the Companies 1965. 6 ) the Minister may make any order that it considers appropriate to protect interests of debenture securities commission malaysia act 1993 90! In the prospectus offering securities for subscription or purchase, 64 ( renamed as securities Malaysia. Responsibility to regulate and ensure market growth are always done with the relevant law applicable to such offers facility may! The CMSA which takes effect on 28 September 2007 introduces a single regime! Members of the debenture holders 8 Laws of Malaysia Act 1993, a..., unless the context otherwise requires- [ Am also by the related corporation the... Divisions 4 and 5 of PART IV, PROPOSALS to be examined orally be made --! Amendment P.U with whose directions or instructions the members of the Commission within seven days after the available! His consent trustee to continue to Act, 98 prospectus shall be into! Annual reports ) Act 1980 [ Act 443 ] ( ii ) either with respect specific. Case of -- prospectus containing statement by him, 55 it thinks fit, approve -- 2A... Officer to make an order under subsection ( 1 ) in any proceeding in any material particular law applicable such! ( 8 ) unless it securities commission malaysia act 1993 a regulatory bond in regulating Malaysia ’ s capital market intermediaries the notice subsection.