Labuan Financial Services and Securities Act 2010 · Updated to 15 Oct 2022 · Part II · Securities
26. Retention of over-subscriptions in debenture issues
Feedback & supportA borrowing company shall not accept or retain subscriptions to a debenture issue in excess of the amount of the issue as disclosed in the prospectus unless the borrowing company has specified in the prospectus—
borrowing company
“borrowing company” means a Labuan company that is or will be under a liability, whether or not such liability is present or future, to repay any money received or to be received by it in response to an offer made under section 8 to subscribe for or purchase debentures of the Labuan company;
that it expressly reserves the right to accept or retain over-subscriptions; and
a limit on the amount of the over-subscription that may be accepted or retained.
Subject to any regulations, where a borrowing company specifies in a prospectus relating to a debenture issue that it expressly reserves the right to accept or retain over-subscriptions—
the borrowing company shall not make, authorize or permit any statement or reference as to the asset-backing for the issue to be made or contained in any prospectus relating to the issue, other than a statement or reference to the total assets and the total liabilities of the borrowing company and of its guarantor company, if any; and
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the prospectus shall contain a statement or reference as to what the total assets and total liabilities of the borrowing company would be if over-subscriptions to the limit specified in the prospectus were accepted or retained.
Any borrowing company who contravenes this section commits an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit.