Labuan Financial Services and Securities Act 2010 · Updated to 15 Oct 2022 · Part II · Securities
7. Interpretation
Feedback & supportIn this Part, unless the context otherwise requires—
“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;
Labuan company
“Labuan company” has the meaning assigned to it in the Labuan Companies Act 1990;
“guarantor company”, in relation to a borrowing company, means a corporation that has guaranteed, or has agreed to guarantee, the repayment of any money received or to be received by the borrowing company in response to an offer made under section 8
corporation
“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;
to subscribe for or purchase debentures of the borrowing company;
“promoter”, in relation to a prospectus issued by or in connection with a Labuan company, means a promoter of the company who was a party to the preparation of the prospectus or any relevant portion thereof, but does not include any person by reason only of his acting in a professional or advisory capacity; and
prospectus
“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;
“secured debenture” means—
debenture
“debenture” includes debenture stocks, bonds, notes and any other evidence of indebtedness of a corporation for borrowed monies, whether or not constituting a charge on the assets of the corporation, but shall not be construed as applying to any of the following: (a) any instrument acknowledging or creating indebtedness for, or for money borrowed to defray the consideration payable under, a contract for sale or supply of goods, property or services or any contract of hire in the ordinary course of business; (b) a cheque, banker’s draft or any other bill of exchange or a letter of credit; (c) a banknote, guarantee or an insurance policy; (d) a statement, passbook or other document showing any balance in a current, deposit or savings account; (e) any agreement for a loan where the lender and borrower are signatories to the agreement and where the lending of money is in the ordinary course of business of the lender, and any promissory note issued under the terms of such an agreement; (f) any instrument or product or class of instruments or products as the Authority may prescribe;
any debenture which is stated on its face to be a secured debenture; and
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any debenture which is issued on terms affording the holder of the debenture rights and powers to vote and demand a poll in respect of the business and undertaking of the company, whether in addition to the rights of members of the company or in substitution for those rights.