PART IV - ISSUES OF SECURITIES AND TAKE-OVERS AND MERGERS DIVISION 1 - PROPOSALS IN RELATION TO SECURITIES
Section 32. Proposals to be submitted to the Commission.
(1) In this Division and Schedule 1 -
[Am. Act A1074:s.4]
"an applicant" means any person referred to in subsection 32(2);
"Central Bank of Malaysia"[Deleted by Act A1074:s.4]
"expert" includes engineer, valuer, accountant and any other person whose profession gives authority to a statement made by him;
"officer", in relation to a corporation, includes-
(a) a director, a secretary, an executive officer or an employee of the corporation;
(b) a receiver and manager, appointed under a power contained in any instrument, of any part of the undertaking or property of the corporation;
(c) a liquidator of the corporation appointed in a voluntary winding up of the corporation,
but does not include a receiver who is not also a manager, a receiver and manager appointed by a Court and a liquidator appointed by a Court;
"private company" and "public company" have the same meanings as in subsection 4(1) of the Companies Act 1965;
"proposal" means a proposal referred to in subsection 32(2).
(2) This section applies to a person who proposes to do any of the following:
(a) make available, offer for subscription or purchase, or issue an invitation to subscribe for or purchase securities in Malaysia;
(b) make available, offer for subscription or purchase, or issue an invitation to subscribe for or purchase, outside Malaysia, securities of a public company, or to list such securities on a securities exchange outside Malaysia;
(c) make a bonus issue of securities of a public company other than by way of the capitalization of unappropriated profits;
(d) by way of issue of securities, effect-
(i) a compromise or arrangement whether or not for the purposes of or in connection with a scheme, compromise or arrangement for the amalgamation of any two or more corporations or for reconstruction of any corporation;
(ii) an employee share or employee share option scheme; or
(iii) an acquisition of securities or assets;
(e) apply for the listing of a corporation, or for the quotation of securities, on a stock market of a stock exchange;
(f) distribute the assets of a public company to its members other than distribution in cash or distribution of assets to members of the public company on its winding up; or
(g) acquire or dispose of assets (whether or not by way of issue of securities) which results in a significant change in the business direction or policy of a listed public company.
[Am. Act A1074:s.4]
(3) An applicant shall submit to the Commission such documents and such other information in relation to the proposal in such form and manner and at such times as the Commission may require.
(4) Subject to section 32A, no person referred to in subsection (2) shall implement or carry out a proposal unless the Commission has approved the proposal under this section.
(5) The Commission may-
(a) approve a proposal subject to such terms and conditions as it deems fit;
[Am. Act A1074:s.4]
(b) approve a proposal with such revisions and subject to such terms and conditions as it deems fit; or
(c) reject a proposal.
(6) A person who contravenes or fails to comply with any term or condition in relation to an approval given under paragraph (5)(a) or (b) shall be guilty of an offence.
[Am. Act A1149:s.3]
(7) Where the Commission is satisfied that-
(a) there is a contravention of subsection 32B(1); or
(b) there is a breach of any term or condition imposed under paragraph (5)(a) or (b); or
[Am. Act A1149:s.3]
(c) there is any change or development in the circumstances relating to a proposal occurring subsequent to the Commission giving its approval under subsection (5), and if such change or development, if known to the Commission prior to the approval, would have affected its decision as regards the proposal,
the Commission may-
(aa) revoke an approval given under subsection (5);
(bb) revise an approval; or
(cc) impose such further terms or conditions in relation to a proposal approved by it under subsection (5):
Provided that the Commission may only revoke or revise such approval or impose such further terms and conditions where such revocation, revision or imposition shall not affect the rights of third parties that may have been created by or arising from the carrying out or implementation of a proposal in accordance with an approval given under subsection (5).
(8) The Commission shall give a written notice to an applicant of its intention to take action under subsection (7) and shall give the applicant an opportunity to be heard prior to it taking any action under subsection (7).
(9) Where the Commission has granted its approval to a proposal under subsection (5)-
(a) if registration of a prospectus is required under this Act in connection with the proposal, the prospectus shall include a statement that the Commission has approved the proposal pursuant to this section and that the Commission's approval of the proposal shall not be taken to indicate that the Commission recommends the proposal; or
[Am. Act A1074:s.4]
(b) if registration of a prospectus is not required under this Act in connection with the proposal, the applicant shall include in any document issued with respect to the proposal, in such form as the Commission may require, a statement that the Commission has approved the proposal pursuant to this section and that the Commission's approval of the proposal shall not be taken to indicate that the Commission recommends the proposal.
[Am. Act A1074:s.4]
(10) Where
(a) a person enters into an agreement in respect of a proposal; and
(b) the terms of the agreement are not binding until the fulfillment of any condition as may be set out in the agreement, including that of the approval to be given under subsection (5), the person shall not be taken, for the purposes of subsection (4), to have taken any step to implement or carry out the proposal.
(11) In respect of any proposal referred to in subsection 32(2)-
(a) the Commission may direct an applicant to make an announcement of a proposal in accordance with the rules of the stock exchange, if applicable; and
(b) any person may make an announcement of a proposal before submitting such proposal to the Commission for its approval under this section.
(12) For the purpose of subsection (11), an "announcement" includes any publication by press notice or in any other form of a firm intention to make an offer for any securities.
(13) Any person who contravenes subsection (3), (4), (9) or (11) shall be guilty of an offence and shall on conviction be punished with a fine not exceeding one million ringgit or imprisonment for a term not exceeding ten years or both.