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

8. Offers or invitations which require the approval of the Authority

(1)

Subject to subsections (3) to (6), a person, its officers, directors, agent or any other person on its behalf, shall not make an offer for subscription or purchase, or issue an invitation to subscribe for or purchase securities in or from within Labuan without the prior written approval of the

Authority.

(2)

(Deleted by Act A1654).

(3)

An applicant shall submit to the Authority such documents and such other information in relation to the offer or invitation in such form and manner and at such times as the Authority may require.

(4)

Where an application has been submitted to the Authority under this section, the Authority may—

(a)

approve an offer or invitation with or without revisions and subject to such terms and conditions as it thinks fit; or

(b)

reject an offer or invitation.

(5)

The following offers or invitations of securities are excluded from the requirement to obtain the approval of the

Authority under subsection (1):

(a)

an offer or invitation of securities, where—

(i)

the offer or invitation is addressed to an identifiable category of persons to whom it is directly communicated by the person making the offer or invitation or by his appointed agent; or

(ii)

the members of that category to which the offer or invitation is made are the only persons who may accept the offer or invitation and they are in possession of sufficient information to be able to make a reasonable evaluation of the offer or invitation, and the number of persons to whom the offer or invitation is communicated does not exceed fifty;

(b)

an offer or invitation of debentures, where—

(i)

the first-time investment of each of the initial debenture holders is not less than two hundred and fifty thousand ringgit or the equivalent in any other currency and they are in possession of sufficient information to be able to make a reasonable evaluation of the offer or invitation;

(ii)

the first-time investment of each of the initial debenture holders is less than two hundred and fifty thousand ringgit or the equivalent in any other currency and the number of persons to whom the offer or invitation is communicated does not exceed fifty and they are in possession of sufficient information to be able to make a reasonable evaluation of the offer or invitation;

(c)

an offer or invitation of securities in a mutual fund which satisfies the mutual fund requirements under Part III;

Labuan Financial Services and Securities 31

(d)

an offer or invitation of securities pursuant to a take-over offer which complies with the relevant law applicable to such offer; and

(e)

an offer or invitation of securities or such classes or categories of securities as may be specified by the

Authority.

(6)

Any specification or specifications made under paragraph (5)(e) shall be subject to any condition, restriction or limitation as the Authority may impose.

(7)

Any person who makes an offer or invitation of securities in contravention of subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding one million ringgit or to imprisonment for a term not exceeding three years or to both.

(8)

(Deleted by Act A1654).

Terms defined in s 2

Authority
Defined · s 2
“Authority” means the Labuan Financial Services Authority established under section 3 of the Labuan Financial Services Authority Act 1996;
Open s 2
debenture
Defined · s 2
“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;
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Labuan
Defined · s 2
“Labuan” means the Federal Territory of Labuan;
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mutual fund
Defined · s 2
“mutual fund” or “fund” means a Labuan company, a corporation incorporated under the laws of any recognized country or jurisdiction, a partnership, a protected cell company, a foundation, or a unit trust which— (a) collects and pools funds for the purpose of collective investment with the aim of spreading investment risk; and (b) issues interests in a mutual fund which entitles the holder to redeem his investments that is agreed upon by the parties and receive an amount computed by reference to the value of a proportionate interest in the whole or part of the net assets of the aforesaid types of entities, as the case may be, and includes an umbrella fund whose interests in a mutual fund or units are split into a number of different class funds or sub-funds and whose participants are entitled to exchange rights in one part for rights in another;
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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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ringgit
Defined · s 2
“ringgit” means a ringgit in the currency of Malaysia;
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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 9

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