Malaysia legislation
Section 23
Section 23
The principal Act is amended by inserting after section 218
the following sections:
“Power of Commission to appoint independent adviser 218a. (1) Where an offeree has failed to appoint an independent adviser as required under the Code, the Commission may, if the Commission is satisfied that it is in the interest of the shareholders of the offeree to do so, appoint an independent adviser or such other person or body of persons as the
Commission may decide, to provide comments, opinions, information and recommendation on the take-over offer in an independent advice circular.
(2)
Where the Commission is of the opinion that the whole or any part of the costs and expenses of an independent adviser, person or body of persons appointed by the Commission under
Capital Markets and Services (Amendment)
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this section should be borne by the offeree concerned, the
Commission may, by order in writing, direct the offeree to pay a specified amount, being the whole or part of such costs and expenses, within the time and in the manner specified.
(3)
Where an offeree has failed to comply with an order of the Commission under subsection (2), the amount specified in the order may be sued for and recovered by the Commission in a court as a debt due to the Commission.
Powers of independent adviser appointed by
Commission 218b. An independent adviser or such other person appointed by the Commission under section 218a, shall have all such powers as may be necessary for or in connection with, or reasonably incidental to, the performance of his functions.
Prohibition against communication of certain matters by independent advisers and employees 218c. Except for the purpose of carrying into effect the provisions of this Act, or so far as may be required for the purpose of any proceedings, civil or criminal, an independent adviser or such other person appointed by the Commission under section 218a and an employee of such independent adviser or other person shall not communicate any matter, which may come to his knowledge in the performance of his duties to any person other than the Commission, or any other person specified by the Commission and, in the case of an employee, to any person other than the independent adviser by whom he is employed.
Access to books, accounts and records, etc.
Quoted provision
Section 218d
(2)
An offeree and any of its directors, its executive officer, secretary, employee or agent appointed by the offeree, shall answer all questions relevant to the preparation of an independent advice circular which are put to him by an independent adviser.”.
Amendment of section 219