PART IV - ISSUES OF SECURITIES AND TAKE-OVERS AND MERGERS DIVISION 3 - PROSPECTUS
Section 52. Allotment of securities where prospectus implies that application for permission to list on stock exchange had been made.
(1) Where a prospectus states or implies that an application has been or will be made for permission for the securities offered to be listed for quotation on the official list of a stock exchange or other similar exchange outside Malaysia, any allotment made on an application to subscribe for securities in pursuance of the prospectus shall, subject to subsection (3) , whenever made, be void if-
(a) the permission is not applied for in the form for the time being required by the stock exchange before the third day on which the exchange is open after the date of issue of the prospectus; or
(b) the permission is not granted before the expiration of six weeks from the date of issue of the prospectus or such longer period as may be specified by the Commission, provided that the applicant is notified by or on behalf of the exchange within that six weeks or such longer period as may be specified by the Commission.
(2) Where permission has not been applied for, or has not been granted by the exchange referred to in subsection (1) , the issuer shall, subject to subsection (3) , forthwith repay without interest all moneys received from applicants in pursuance of the prospectus, and if any such money is not repaid within fourteen days after the issuer so becomes liable to repay it, then, in addition to the liability of the issuer, the officers of the issuer shall be jointly and severally liable to repay such money with interest at the rate of ten percent per annum or at such other rate as may be prescribed by the Commission from the expiration of that period.
(3) Where in relation to any securities-
(a) permission is not applied for as specified in paragraph (1)(a) ; or
(b) permission is not granted as specified in paragraph (1)(b) ,
the Commission may, on the application of the issuer, by order published in the Gazette, before the securities are purported to be allotted, exempt the allotment of securities from the operation of subsection (1) or (2).
(4) An officer of the issuer shall not be so liable under subsection (2) if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part.
(5) Any condition requiring or binding an applicant for any securities to waive compliance with this section or purporting to do so shall be void.
(6) Without limiting the application of any of its provisions, this section shall have effect-
(a) in relation to any securities agreed to be taken by a person underwriting an issue, offer or invitation referred to in a prospectus, as if he had applied for the securities in relation to the issue, offer or invitation referred to in the prospectus; and
(b) in relation to a prospectus offering securities for purchase, as if-
(i) a reference to purchase were substituted for a reference to allotment;
(ii) the persons by whom the offer is made, and not the issuer, were liable under subsection (2) to repay moneys received from applicants, and references to the issuer's liability under that subsection were construed accordingly; and
(iii) a reference in subsection (7) to the issuer and every officer of the issuer who is in default under subsection (2) were substituted with a reference to any person by or through whom the issue, offer or invitation is made and who knowingly authorizes or permits the default.
(7) All moneys received from the applicants shall be kept in trust in a separate bank account so long as the issuer may become liable to repay it under subsection (2) ; and if default is made in complying with this subsection, the issuer and every officer of the issuer who is in default commits an offence under this Act.
(8) Where the exchange referred to in subsection (1) has within the time specified in paragraph (1) (b) granted permission, subject to compliance with any requirements specified by the exchange, permission shall be deemed to have been granted by the exchange if the directors of the issuer have given the exchange an undertaking in writing to comply with the requirements of the exchange, but if any such undertaking is not complied with, each director of the issuer or the management company who is in default commits an offence.
(9) A person shall not issue a prospectus in relation to any securities if it includes-
(a) any false or misleading statement that permission has been granted for those securities to be dealt in or listed on an exchange referred to in subsection (1) ; or
(b) any statement in any way referring to any such permission or to any application or intended application for any such permission, or to dealing in or quoting or listing the securities on any exchange referred to in subsection (1) , or to any requirements of the exchange unless that statement is or is to the effect that permission has been granted or that application has been or will be made to the exchange within three days of the issue of the prospectus or within such longer period as may be specified by the Commission or the statement has been approved by the Commission for inclusion in the prospectus.
(10) Where a prospectus contains a statement to the effect that the constituent documents of the issuer or the deed as defined under section 96 complies with, or has been drawn so as to comply with, the requirements of any exchange referred to in subsection (1) , the prospectus shall, unless the contrary intention appears from the prospectus, be deemed for the purposes of this section to imply that application has been made, or will be made, for permission for the securities offered by the prospectus to be listed for quotation on the exchange.
(11) In this section, "officer", in relation to an issuer means a director, a secretary or an executive officer of the issuer.
(12) A person who contravenes this section shall be guilty of an offence and shall on conviction be punished with a fine not exceeding three million ringgit or imprisonment for a term not exceeding ten years or both.