PART IV - ISSUES OF SECURITIES AND TAKE-OVERS AND MERGERS DIVISION 3 - PROSPECTUS
Section 64. Restriction on offering securities for subscription or purchase.
(1) Except as otherwise expressly provided in this Act, a person shall not make-
(a) an unsolicited invitation to subscribe for or purchase any securities;
(b) an unsolicited offer of any securities for subscription or purchase; or
(c) an unsolicited recommendation of any securities.
(2) Subsection (1) shall not-
(a) prohibit a licensed person or any other person allowed in writing by the Commission from making invitations or offers or recommendations-
(i) in relation to any securities which are listed on a stock market of a stock exchange in Malaysia or on a stock market of a securities exchange outside Malaysia which is approved by the Commission; and
(ii) to a person to whom, or to a number of persons in relation to each of whom, at least one of the following conditions is satisfied:
(A) the person has acquired or sold the securities through the licensed person or any other person allowed in writing by the Commission, in the twelve months before the making of the invitation or offer or recommendation; or
(B) when the invitation or offer or recommendation is made, a written agreement is in force under which the licensed person or any other person allowed in writing by the Commission is to, or may, whether subject to conditions or otherwise, act on the person's behalf in connection with the acquisition or sale of any securities by the person, or advise the person about the acquisition or sale of any securities by the person;
(b) prohibit a management company from providing further information, notices or recommendations to existing unit holders in relation to the investments of such unit holders;
(c) prohibit a person allowed in writing by the Commission from issuing such notices or recommendations relating to units in a unit trust scheme or prescribed investment scheme containing such information as may be allowed by the Commission;
(d) prohibit an invitation, offer or recommendation that is made in, or accompanied by, a prospectus that complies with this Act;
(e) prohibit an invitation, offer or recommendation which is made in relation to an excluded invitation or excluded offer;
(f) apply to an invitation or offer to which the provisions of the Companies Act 1965 apply; or
(g) apply to an invitation, offer or recommendation which is prescribed by the Commission by order published in the Gazette.
(3) The Commission in exercising its discretion under subsection (2) may impose such terms and conditions as it deems fit.
(4) A person allowed in writing by the Commission under paragraph (2)(a) or (2)(c) shall comply with such terms and conditions as may be imposed by the Commission.
(5) The provisions of subsection (1) shall apply to an invitation, offer or recommendation in relation to any securities of a corporation or units of a unit trust scheme or prescribed investment scheme that is proposed to be formed.
(6) Where the making of any invitation, offer or recommendation is subject to subsection (1) or is in respect of any exception under subsection (2) , the provisions of section 363 of the Companies Act 1965 shall not apply.
(7) A person who contravenes subsection (1) or (4) 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.