In forceUpdated to 15 Oct 2022Read it in Bahasa Malaysia

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Labuan Financial Services and Securities Act 2010 · Updated to 15 Oct 2022 · Part II · Securities

12. Document containing offer of securities to be made via Labuan trust company or bank licensee and to be deemed prospectus

(1)

Where a corporation allots or issues or agrees to allot or issue to a person any securities under subsection 8(1), and where such an offer is not excluded under subsection 8(5), the offer or invitation of securities shall be made through its agent which shall be a Labuan trust company or a bank licensee.

(2)

Any document by which the offer under subsection 8(1)

is made shall for all purposes be deemed to be a prospectus issued by the corporation, and all written laws and rules of law as to the contents of prospectuses and as to liability in respect of advertisements and statements and non-disclosures in prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly as if the securities had been offered under subsection 8(1) and as if persons accepting the offer in respect of any securities were subscribers therefor but without prejudice to the liability, if any, of the persons by whom the offer is made in respect of statements or non-disclosures in the document or otherwise.

(3)

For the purposes of this Act, it shall, unless the contrary is proved, be evidence that an allotment of, or an agreement to allot, securities was made by a corporation with a view to the securities being offered under subsection 8(1) if it is shown—

(a)

that an offer of securities under subsection 8(1) was made within six months after the allotment or agreement to allot; or

(b)

that at the date when the offer of the securities under subsection 8(1) was made, the whole consideration to be received by the corporation in respect of such securities had not been so received.

(4)

The requirements of this Part as to prospectuses shall have effect as though the persons making an offer to which this section relates were persons named in a prospectus as directors of a corporation.

(5)

In addition to complying with the other requirements of this Part, the document making the offer shall state—

(a)

the net amount of the consideration received or to be received by the corporation making the offer in respect of the securities to which the offer relates; and

(b)

the place and time at which the contract under which the securities have been or are to be allotted may be inspected.

(6)

Where an offer to which this section relates is made by a corporation, it shall be sufficient if the document referred to in subsection (1) is signed on behalf of the corporation by two directors of the corporation and any such director may authorize his agent in writing to sign on his behalf.

Expert’s consent to issue of prospectus containing statement by him

Terms defined in s 2

bank licensee
Defined · s 2
“bank licensee” means a Labuan bank or a Labuan investment bank licensed under Part VI;
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corporation
Defined · s 2
“corporation” means any body corporate formed or incorporated or existing within Malaysia or outside Malaysia and includes a foreign Labuan company but does not include— (a) a corporation sole; (b) a trade union registered under any written law as a trade union; and (c) a society registered under any written law relating to co-operative societies;
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director
Defined · s 2
“director”, in relation to a person specified in the first column of the First Schedule, has the meaning set out in the second column of the First Schedule as against such person;
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expert
Defined · s 2
“expert” includes any engineer, accountant, solicitor, valuer, auditor or any other person whose profession or reputation gives authority to a statement made by him; *NOTE—The Companies Act 1965 has since been repealed by the Companies Act 2016 which comes into operation on 31 January 2017—see subsection 620(1)…
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Labuan trust company
Defined · s 2
“Labuan trust company” means a person licensed to carry on trust company business under sections 61 and 71;
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person
Defined · s 2
“person” includes a corporation, partnership, a body of persons, corporate or unincorporated and a corporation sole;
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prospectus
Defined · s 2
“prospectus” means any prospectus, notice, circular, advertisement or invitation inviting applications or offers to subscribe for or purchase securities, or offering any securities for subscription or purchase;
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rules
Defined · s 2
“rules”, in relation to an exchange established under Part IX, means the rules governing the conduct of the exchange or its members;
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securities
Defined · s 2
“securities” means any investments commonly known or capable of being described as securities, and includes— (a) shares, debentures, funds, units, interests in a limited partnership or limited liability partnership or unit trust or foundation or protected cell company or corporation; (b) debentures, bonds or notes of or issued by any body (incorporated or unincorporated), government, local government or public authority; *NOTE—The Exchange Control Act 1953 has since been repealed by the Financial Services Act 2013 which comes into operation on 30 June 2013—see sections 271 and 272…
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Report

Read on from s 13

Part III

Read on from Part III

Part IV

Market Intermediaries

Read on from Part IV

Part V

Labuan Trust Companies

Read on from Part V

Part VI

Labuan Banking

Read on from Part VI

Part VII

Labuan Insurance

Part VIII

Company Management

Read on from Part VIII

Part IX

Read on from Part IX

Part X

Self-Regulatory Organizations

Read on from Part X

Part XI

Appeals

Read on from Part XI