ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART IV - SHARES, DEBENTURES AND CHARGES

DIVISION 1 - PROSPECTUSES

Section 47B. Exempted offers.

(1) Nothing in Division 1 and Division 4 of this Part shall apply to an offer of shares or debentures, whether or not they have been previously issued, made to— (a) a prescribed corporation; (b) an insurance company registered under any written law relating to insurance companies; (c) a trustee corporation; (d) a statutory body established by an Act of Parliament or an Enactment of any State; (e) a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act 1967 [Act 53]; (f) a unit trust scheme as defined under the Securities Industry Act 1983 [Act 280]; (g) a person licensed as a dealer or investment adviser under the Securities Industry Act 1983; (h) a corporation incorporated outside Malaysia; (i) a public company which is engaged primarily in the making of investments in marketable securities for the purpose of revenue and for profit and not for the purpose of exercising control; and (j) such other person as the Minister may, by order published in the Gazette, declare to be exempt purchasers, who or which pursuant to the offer, acquires the shares or debentures as principal, trustee or agent for accounts fully managed by him or it who, for the purposes of this section, shall be deemed to be dealing as principal. (2) In this section, the term "prescribed corporation" has the same meaning as assigned to it in subsection 38(7). (3) Any information memorandum purporting to describe the business and affairs of the person making the offer issued by the said person or his agent shall be deemed to be a prospectus, in so far as regarding the liability of the person or his agent, for any untrue statement or non-disclosure of material information and a copy of the memorandum shall be lodged with the Registrar within seven days after it is first issued.