Section 20 — AKTA PASARAN MODAL DAN PERKHIDMATAN (PINDAAN) 2015

(a)

in subsection (1)—

(i)

by inserting after the definition of “offeror” the following definition:

‘ “prescribed institution” has the meaning assigned to it in the Development Financial

Institutions Act 2002 [Act 618];’;

(ii)

by deleting the definition of “officer”;

(iii)

in the definition of “shareholder”, by substituting for the words “that is prescribed in the Code” the words “specified by the Commission”;

(iv)

by deleting the definition of “dissenting shareholder”;

(v)

by inserting after the definition of “acquirer” the following definition:

‘ “close relative” means a mother, father, child, brother, sister, an adopted child or a step child;’;

(vi)

by substituting for the definition of “company” the following definition:

‘ “company”, in relation to a company being taken over, means—

(a)

a corporation listed on a stock exchange;

(b)

a public company as may be specified by the Commission; or

(c)

any other entity as may be specified by the

Commission;’;

(vii)

by deleting the definitions of “private company”

and “public company”;

(viii)

by substituting for the definition of “share” the following definition:

‘ “share”, except for the purposes of sections 222, 223 and 224, means a share which is not a preference share, in a company, or a unit in an entity specified by the Commission;’;

(ix)

by substituting for the definition of “voting shares”

the following definition:

‘ “voting shares” means a share which entitles the holder thereof to the right to vote at a general meeting.’;

Capital Markets and Services (Amendment)

(x)

in the definition of “take-over offer”—

(A)

in paragraph (b), by substituting for the words “as defined in the Code;” the words

“; or”;

(B)

in paragraph (c), by substituting for the words

“; or” a full stop; and

(C)

by deleting paragraph (d);

(b)

in subsection (3)—

(i)

in paragraph (b), by substituting for the words

“parent, child, brother or sister” the words “close relative”;

(ii)

in paragraph (f)—

(A)

by substituting for the words “parent, child, brother or sister” the words “close relative”;

and

(B)

by deleting the word “and” appearing at the end of the paragraph;

(iii)

by substituting for paragraph (g) the following paragraph:

“(g) partners of a partnership;”;

(iv)

by inserting after paragraph (g) the following paragraphs:

“(h) an individual and any person who is accustomed to act in accordance with the instructions of the individual, and the close relative of, companies controlled by, or related trusts of, the individual; and

(i)

a person, other than a licensed bank or a prescribed institution, who, directly or indirectly, provides finance or financial assistance, in connection with an acquisition of voting shares or voting rights, with a person who receives such finance or financial assistance.”;

(c)

by inserting after subsection (3) the following subsection:

“(3a) In relation to a take-over offer of an entity other than a corporation or a public company, the

Commission may specify persons who may be presumed to be persons acting in concert.”; and

(d)

by inserting after subsection (5) the following subsection:

“(6)

For the purposes of sections 222, 223 and 224—

“dissenting shareholder” includes any shareholder and convertible securities holder, who has not accepted a take-over offer and any shareholder who has failed or refused to transfer shares to an acquirer in accordance with a take-over offer;

“convertible securities” means securities such as warrants, options and other securities that are issued by the offeree which are capable of being converted into new voting shares of the offeree;

“share” means a voting share, in a company, or a unit in an entity specified by the Commission, and includes convertible securities as if those securities were shares of a separate class of a company and any reference to a holder of shares, and to shares being allotted, is to be read accordingly.”.

Amendment of section 217