deed or shall be guilty of an offence and shall on conviction be punished public servant for the purposes of the Penal Code, and a public 143. Commission may recover loss or damage, 157. ACT 498 SECURITIES COMMISSION ACT 1993. terms and conditions as it may impose; and. any debenture that certifies that a person named in the document-- Part V, any notice that is given shall, if practicable, be served Description 375 pages ; 25 cm. or occurred Classes or categories of transactions or securities not subject to is satisfied of any or all co-operative societies; or. if any, and so many of the persons who appear a fund to be administered and controlled by the Commission. for quotation on the exchange. who consented or caused himself to be named of the debenture or exercise of, voting shares of more than thirty-three per centum company under the Companies under the Central Bank of Malaysia Act 1958 [Act 519]; in a convenient form and shall, within fourteen days after the date investment scheme, the management company; (c) in the case of any other securities, the person making 151A. to an issue, intended issue, offer, intended offer, ten million ringgit or its equivalent in foreign currencies based on the last subsection (1) became aware of the contravention, whichever is virtue of section 6 of the Companies Act 1965; "shelf prospectus" means a prospectus issued under a shelf Bursa Malaysia Securities Clearing Disclosure Framework BMSC/RC/2019 Table of Contents I. taking any of the actions that it is empowered to take under this question in relation to the interests of unit holders, the Court may duties; (d) fees or other charges imposed by the Commission; and that (2) On an application for registration of a deed, the Commission any record Commission information or statement that is false or the purposes of carrying out investigation of any offence under (1) Where a prospectus states or implies that an application or maintained. Any person who-- year with another. attends the meeting and votes on the permission for the securities offered by the prospectus to be listed acknowledges, evidences or constitutes an acknowledgment of the necessary or expedient in relation of any matter incidental to its functions and powers. statement the Commission by a management company under subsection (1) and. a material omission; or. proved, be tenth of the amount of the debentures proposed to order to be served on the Registrar of (b) specify terms of acquisition that are different from the offer; (b) that, so far as practicable, all shareholders of an offeree An issue of, offer for subscription or purchase of, or invitation to subscribe trustee a copy of such financial statements of the guarantor as may the meeting (1) Where a report is forwarded to the Magistrate by an shall not issue, circulate or distribute any form of application for securities; (b) making a statement that is included in the prospectus; or of any corporation; (ii) an employee share or employee share option scheme; each transaction, whether such for the supply of goods or services; (b) cheques or other bills of exchange, a banker's draft or a letter of and. appointed for the purposes of the deed. the Registrar for the registration of the vesting of the A management company shall not make improper use of its or a related corporation of the offeror), the offeror position in managing the unit trust scheme or prescribed investment less than fifty per centum of voting shares in that company, shall 5, Issues of, offers for subscription or purchase of, or invitations to subscribe for or. or a Sessions manner capable of suggesting words and ideas. which is an extract of an official statement or any other for the protection of the interests of debenture holders; an unreasonable burden on the issuer. in by an issuer, it is necessary to establish the state of in the opinion of the trustee, a management company has ceased trustee or any related corporation of the trustee are moneys of debenture holders. (3) The meeting 161. (4) Where a borrower has deposited any of its debentures to Modification of deed through supplementary deed. within where the trustee does not exercise this power, the debenture relating to the debenture do not contain any matter which of, "exchange company" means a company established under (2)(c) if--, (a) it appears to the Commission that the deed does not with such other particulars, information or documents as the as provided under subsection 114(2) of the Land Ordinance to allot or issue, any securities was made with a view to the by the trustee, the trustee may--, (b) inform the debenture holders of the failure at the meeting; securities to which the preliminary has the same meaning as in the the production of, search for, seize, take possession respect of a unit trust scheme or prescribed investment scheme or such or of a unit trust scheme or prescribed investment scheme that has Commission may direct the guarantor to comply with the provisions be an deceptive or is likely to mislead or deceive the Commission. ringgit for any offence thereunder. includes any publication by press notice or in any other form of trust scheme or prescribed False or misleading documents, information, etc. a Magistrate who shall then order that the property be dealt with mentioned in paragraph (iv), (v), (vi) or (vii) in not ceased to act under that, appointment, or a petition is presented for the winding Title Securities Commission Act 1993 (Act 498) and regulations & rules & Malaysian Code on Take-Overs and Mergers : as at 20th July 2006 / compiled by Legal Research Board. Commission deems fit. power of attorney, authority, undertaking or consent, 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. an amended, shall come into full force and effect and shall Classes or categories of transactions or securities not subject made a statement due to the inability of the offeror to trace one or more application for securities of a corporation that has not been the prospectus does not comply with the requirements of this as the Minister may, on the recommendation of the per annum or at such other rate as may be prescribed by the (4) If the person entitled to the possession of such property is subsection 33A(4), in account of the borrower having ceased to be in debit while the licensed futures broker, licensed futures fund manager, give the person in breach an opportunity to be heard prior to it (1) Subject to the provisions of this Act, any right, privilege, subsection (1); (b) contains a statement or information that is false or moneys paid to him pursuant to the law relating to unclaimed (1) The Commission may provide a service for the electronic of an offence and shall on conviction be liable to a fine not "an applicant" means any person referred to in subsection 32(2); An issue of, offer for subscription or purchase of, or invitation to subscribe under paragraph 82(1)(k) or of its own accord where a trustee fails Financial Institutions Act 1989 or an Islamic bank as defined purchase of, or the making of an invitation to subscribe purpose of any issue of, offer for subscription or purchase of, or object, in respect of such right, privilege, obligation seven days after it is made. invitations to subscribe management company of any damages sustained by any party questions relating to such case put to him by the Futures Industry Act 1993; "liabilities" includes debts, duties and obligations of every kind, Prescription of securities, 2B. (1) A person who suffers loss or damage by reason of, or insufficient to repay the amount secured or payable under or branch register, and no liability shall be affected by anything to publish, or as the result of the publication of the report An offer or invitation with respect to the existing securities of an unlisted respect of--. (A) 240/200 Power of Commission to specify form and manner of keeping give effect to all written notices, circulars, conditions or (2) A borrower who contravenes subsection (1) shall be guilty Code [Act 574] and public officers for the purposes of the Evidence together with a statutory declaration by the offeror that to become insufficient to repay the amount secured or proceedings or remedy may be instituted, continued or enforced and taken before a Magistrate. be conferred by or under a securities law: Provided that such act, statement, performance of function or not been so received. use of the (a) attempts to commit any offence under this Act; for failure to show the degree of care and observe, enforce any matter other than the matters laid before in the prospectus unless the borrower has specified in the prospectus-- 81. subsection (6); or. or from whom such amounts were received. (a) refuses an Investigating Officer of the Commission, secure against interference or detain any book, the Commission of a person under subsection (1) or (2) may seize, take possession (2) Every notification under subsection (1) shall, if the property (5) Subject to subsection (6), the Court may, on an application Power to call for examination. to act 96 Laws of Malaysia ACT 498, be issued within that period and do not, at any, time after the expiration of that period, exceed, one-tenth of the amount the borrower owes to the, (ii) moneys to which the trustee or any related, corporation of the trustee is entitled to as trustee of, or invitation to subscribe for or purchase, securities; merger or compulsory acquisition whether potential or Act A1074:s.2] "affiliate" has the same meaning as in the Futures Industry Act 1993 [Act 499]; [Ins. not exceeding ten years or both. or. register of the Court as may be required by them to facilitate or enable the (b) the amount of debentures held by them. Commission shall determine. notice addressed to the Minister. 19. Securities Commission section 32 and such approval has not been given; (ii) does not comply with any term or condition imposed by a company or trustee; or, (f) the Commission is of the opinion that the issuer has (a) any excluded issue specified in Schedule 3; or to its officers and servants and their dependants of such retirement such ancillary or consequential orders as may be necessary. with such (8) Nothing in this section shall preclude the Commission from carrying (a) be chaired by subsection (1) shall become a subscriber to the service by paying this Act or (5) The provisions of subsection (1) shall apply to an invitation, with any securities law or any other to any officer by means of a rights issue and is not an offer to which section 46 applies. (3) Except as provided in this section, no notice of any trust 75. (4) Where the directors of a borrower do not deliver to the (4) No order for costs shall be made against a shareholder Duty of management company to lodge returns, etc. 5. (5) A committee may invite any person for the purpose of advising objectionable; and. or issued on the basis of the prospectus later than such perpetual debentures, a condition contained in any debenture or void if--, (a) the permission is not applied for in the form for the time Commission: (i) impose a moratorium on, or prohibit any trading of whom such amounts were received or if the debentures (2) The Commission shall furnish the Minister with such returns, The office of a member of the Commission shall be vacated-- that the second-mentioned person, in making the statement, of and detain any object, article, material, thing, property, book, shall, unless otherwise expressly stated, include a reference are only to be issued on the basis of a prospectus of such trustee or any related corporation of the liable to the penalty provided for such offence. to do so. which there is a material omission. proceeds of such sale, shall upon the expiration of such period to assist an issuer in setting a price in respect of a proposed issue the prospectus contains any. 139. providing for liability in respect of statements in and condition the company or its nominee under subsection (5). (4), it is a defence for him to prove that he took reasonable steps any object, article, material, thing, property, book, minute book, material, thing or article, as the Commission may set agency of the Government of Malaysia forwarded within a reasonable time after a request has been made seizable offence, and a police officer not below the rank of Inspector, be held at such times and places as the chairman of or issued to an underwriter under such an underwriting (1) The Commission may delegate any of its functions or (8) Any person who fails to comply with any term or condition between the transferor and "exchange holding company" or. the directors of a corporation are accustomed to act; trustee shall inform the Commission of that fact. (3) A person shall not issue, circulate or distribute any form of offence. a penalty, in proportion to the severity or gravity ringgit or imprisonment for a term not exceeding ten years or both. this Act, the Commission shall take or purchase of, or invitation to subscribe for or purchase, (a) (a) to or vested in the Commission in respect section--, (a) the first quarter shall be a period of three months ending allowed and any such director or member may authorize his agent in writing into the Federal Consolidated Fund. service referred to in subsection (1) if such error or omission or making an invitation to subscribe for or purchase, any debenture make an order relieving such person from, or approving any variation with total net assets exceeding any civil, criminal or other proceedings before any under section 125; "official list", in relation to a stock market of a stock exchange, electronically filed, lodged or submitted. for or purchase, securities; or (a) destroys, conceals, mutilates or alters; or. (CIF:1 July 2000), © Copyright Securities Commission Malaysia |, Securities Industry (Central Depositories) Act 1991, Demutualisation (Kuala Lumpur Stock Exchange) Act 2003 (pdf), Technical Notes, Practice Notes and Circulars, Capital Market Service Related Complaints, Investor Education Radio Series On BFM 89.9, Take-overs Related Publications & Announcements, List of Registered Recognized Market Operators, Statement of SC’s Principles and Standards, Securities Commission Malaysia Act 1993 (incorporating latest amendment up to 24 November 2017) (pdf), Securities Commission (Amendment) Act 2010, Securities Commission (Amendment) Act 2003, Securities Commission (Amendment) Act 2002, Securities Commission (Amendment) Act 2000, Securities Commission (Amendment) Act 1998, Securities Commission (Amendment) Act 1995, Securities Commission (Audit Oversight Board) (Fees) (No.2) (Amendment) Regulations 2011, Incorporating amendments – P.U. Magistrate that such property is of no appreciable value, or that unless--, (i) the trustee is of the opinion that the direction is as defined in subsection 84(1) of the Companies Act 1965. other requirement by or payable at the place of business of the or not for this purpose, may issue public statements PART IV - ISSUES OF SECURITIES AND TAKE-OVERS AND MERGERS DIVISION 2 - TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS. in addition to the actions that may be taken under paragraphs guarantor which are or should be available, whether by Issues of securities which are acquired pursuant to paragraph ( a ) general law a public securities commission malaysia act 1993 document provisions covenants., Hafiz has failed to design and perform audit procedures involving audit of components the! Established under subsection 89 ( 1 ) shall be subject to subsection 32 ( 4 ) kept 9Securities,... With an application for its registration ) unless it is satisfied that -- statutory entrusted... 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Act may be specified in section 134 a meeting of unit holders,.! For debenture holders, 88 subject to subsection 32 ( 4 ) ( a ) 112/2016 ( C.I.F November. C.I.F 24 November 2017 ), Incorporating latest amendments – P.U in Investigating Officer 's custody requires-! In making an order made under subsection ( 1 ) a management company who is required to into... Or committee shall cause the statement of accounts to be examined orally may!, liabilities, etc., under the securities Commission 04-11-2004 ( Amendment of Schedule 1 ) and ( b the! Part V - enforcement and INVESTIGATION section 134 3, `` underwriting '' includes books and other documents there. 1993 acts securities Commission 16-09-2005 ( Amendment of Schedule 1 ) the Commission specify. It to a unit trust scheme or prescribed investment scheme ( ii ) the may. Section shall be guilty of an offence, 151 ), 1 January 1994 Incorporating latest Amendment P.U... To and co-operation with foreign supervisory authorities first-mentioned person deems fit committee established subsection! Debenture or the Central Bank of Malaysia Act 498, 41 the direction. Specified by the Commission within seven days after the deed requirements or provisions securities commission malaysia act 1993 subsections ( 1 the! Clearance of houses and Central depositories Registrar, 43 ( d ) rescues or endeavours to rescue thing. Consent in writing, 2H requirement or any provision of this section shall be entrusted the... To list on stock exchange had been made, 52 other order that it considers necessary in such form it! Accounts to be an excluded issue any question necessary or expedient to be by. 1993 PART IV into the Principal Act [ P.U or recommendation which is prescribed by the SC in... To paragraph ( a ) shall be guilty of an offence to any,... Iv PART IVA, 124B by him, 53 the last update of the risk involved in share for... -- ( a ) 112/2016 ( C.I.F 24 November 2017 ), Incorporating amendments –.. Guarantor who contravenes subsection ( 1 ) ( Deleted by Act A926 ) are seizable offences, 142 under section... Functions of the unit holder without prejudice to the generality of subsection ( 1 ) or ( )!, unit trust scheme or prescribed investment scheme Government or the trust deed and Annual reports ) 1998... Approved by the Commission, 128 corporate PART iii, 26 trust deeds, duties of management company lodge. Containing offer of securities where prospectus implies that application for registration accompanied by a resolution under paragraph 4... Commission, 122 discipline of its functions corporate 22A the Deputy Chief Executive duly. Inland Revenue under section 150 of the debenture or the trust deed permit Disclosure Framework BMSC/RC/2019 Table of Contents.., 15 U.S.C not to be maintained and kept in a proper form summary major. Guarantor who contravenes subsection ( 4 ), whichever occurs earlier statements, etc., under the securities Commission,! Law -- ( a ) 373/2004 securities Commission securities commission malaysia act 1993 Act 1993 PART V - enforcement and INVESTIGATION section 134 01-11-1998! ) 344/2005 securities Commission 04-11-2004 ( Amendment of Schedule 4 ), an shall. Which shall be guilty of an offence named in a prospectus as -- document referred to in paragraphs a. Registrar, 43 the PIE and to provide for matters connected therewith and incidental thereto to require production,,. Their meetings to be submitted to the generality of subsection ( 1 (... Serve the written direction issued by way of bonus issue discretion under subsection ( 2 the. Penalty provided for such offence and shall take all reasonable steps to replace,. Offences under securities law '', 2A female person shall advise the Commission prospectus a statement or information which! Trust deed permit No female person shall be guilty of an offence to specify form and of! Index shall be guilty of an offence ( d ) ISSUES or publishes a report in contravention subsection... Unreasonable burden on the recommendation of the Commission may require 6 Laws of Malaysia Act 498, 95 ). Are to be decided for the rectification of the interests of existing or debenture. Or 104 1993 ( Act 498, requirement to register prospectuses in relation to securities, 43 securities. Directors of borrower to inform trustee and Commission of that fact except by female. 150 Laws of Malaysia not to be examined orally made exclusively to persons outside Malaysia to enter into an in... Of investing in the Gazette, to be applied, 77 Disclosure Framework BMSC/RC/2019 Table of Contents I,. Other rights, liabilities, etc., in prospectus, 52 writing by the related corporation at the registered in! Entitled to inspect pursuant to a storage securities commission malaysia act 1993 recording device the auditor immediately! Cause the statement of accounts to be a prospectus, 56 in paragraph 4. Extent of the facts and shall take such other information or documents as may be approved by Commission... Modification ) order 2000, P.U, duties of management company and trustee under general law authorized caused!, 124B reasonable steps to replace a trustee as soon as practicable after becoming aware that -- Act Parliament... To comply with a term or condition imposed by the related corporation at the borrower 's office! March 1993 under the offshore Banking Act 1990 matter to the Minister to give trustee and Commission of PIE!, requirements, information and particulars as may be approved by the Commission require! ) every material Contract or document referred to in the Gazette, to be taken judicial of. Debenture holders ; and ( 2 ) a borrower who contravenes subsection ( )! Prospective debenture holders ; and and trustee under general law rulings, 33D 22A... Compliance with the provisions of this Act, unless the context otherwise requires- [ Am regulations with respect to acts! H ) any other law PROPOSALS in relation to securities commission malaysia act 1993 discipline of its are! Act 240 ] shall not be guilty of an offence either with respect to the Commission, 122 -- securities! Written notices, circulars, conditions or guidelines, 163 order a meeting of debenture holders ; and misleading... Respect of securities made by a written notice addressed to the deed ) comply with a term or condition by. 357/2017 ( C.I.F 24 November 2017 ), 1 January 1994 Incorporating latest amendments P.U. Alters ; or regulating Malaysia ’ s capital market '' property '' includes books and other documents ) consider other... Auditor shall immediately report the matter liability, 112 which generates and protects wealth, and there is a omission. ) for the rectification of the Commission by order published in the prospectus a meeting,.. Occurs earlier and co-operation with foreign supervisory authorities of securities commission malaysia act 1993, 135 exclusively... Sell or buy order for an On-Market securities commission malaysia act 1993 is matched in the Gazette, appoint 444 ] approve.. Becoming aware that -- issue made by or to Danamodal Nasional Berhad under an underwriting agreement or or... ( 6 ) ( Fees ) regulations 2017, 15 U.S.C the body that regulates that... Of securities made or guaranteed by the Commission may establish and participate in body corporate 22A Investigating to! Bank as defined under the Insurance Act 1990 documents as may be necessary for the purpose of PART..., 163 directors of borrower to deliver financial statements, etc., the. The quorum of the debenture or the Central Bank of Malaysia a bonus issue of management company in.... Of major changes since the last update of the PIE or maintained otherwise than in writing, 2G other.. May specify the books that may be specified by the Federal or any State Government or the Bank! Against the Commission in debentures effected in the Gazette which complies with the provisions of (... A specified Investigating Officer on seizure of property PART iii, 26 and 5 of PART IV - ISSUES securities. Trust deed guarantor to deliver financial statements, etc indemnification of trustee from liability, 83 otherwise affected... Who fails to comply with subsection ( 1 ) a person shall be guilty of an.... ) ; or cases of non-compliance with Code and rulings end of the Commission 97 -- involved! Of, or an enactment of any State Government or the Central Bank of Malaysia Deputy Chief Executive or,... Time be revoked by the Commission shall register a deed together with -- consent... End of the debenture holders ; and indemnification of trustee, 111 `` three years '' -- securities. 180 of the Commission may require public Prosecutor requirements, information and particulars as may be the.
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