shares of a licensed person.
Notification on acquisition or disposal of interest in shares of licensed person
93. (1) Where it comes to the knowledge of a director or an
officer of a licensed person or a financial holding company that—
(a) any agreement or arrangement as referred to in section 87 or
89 has been or is about to be effected; or
(b) any person approved by the Bank under paragraph 90(3)(a) or
the Minister under subsection 90(6) in respect of subsection 87(2) or 88(1), has failed to comply or is likely to fail to comply with standards as may be specified under subsection 91(1),
the director or officer shall immediately notify the Bank of all such information which is within his knowledge.
(2) No director or officer shall be liable to any action for
defamation at the suit of any person or be subject to any disciplinary proceedings in respect of the notification under subsection (1) made by the director or officer without malice.
Division 2
Action by Bank in event of breach
Order against defaulting persons
94. (1) Where the Bank is satisfied that any person (in this
section referred to as “the defaulting person”)—
(a) has breached section 87, 88, 89 or 92;
(b) has failed to comply with any condition imposed pursuant to
the approval of the Bank or the Minister, as the case may be, under section 87, 88 or 89; or
(c) has failed to comply with any standards as may be specified
by the Bank under subsection 91(1),
the Bank may exercise its powers under subsection (2) as may be applicable or appropriate in the circumstances of the breach or non- compliance.
(2) Subject to section 262, where any of the circumstances described in subsection (1) exists, the Bank may make the following order:
(a) in respect of any shares which are the subject of the breach or
non-compliance—
(i) prohibit the transfer of, or the carrying out of the agreement to transfer, such shares, or, in the case of unissued shares, prohibit the transfer of, or the carrying out of the agreement to transfer, the right to be issued with such unissued shares;
(ii) prohibit the exercise of any voting rights in respect of such shares;
(iii) prohibit the issue of any further shares in right of such shares or in pursuance of any offer made to their holder; (iv) except in a liquidation, prohibit the payment of any sum due from the licensed person on such shares, whether in respect of capital or otherwise; or
(v) direct the defaulting person to surrender the shares to the Bank within a certain period as may be specified by the Bank; or
(b) in respect of a breach of section 88, direct the defaulting
person to take such necessary actions as may be specified by the Bank in order to cease exercising or to relinquish its control over a licensed person.
(3) An order made under subsection (2) shall be served on the defaulting person as soon as is practicable, and may be published by the Bank in such manner as the Bank deems fit.
(4) Where a defaulting person has been served with an order under subsection (2), he shall notify any person for the time being holding any shares to which such order applies, any other person specified in the order or any person to whom the order is directed. (5) An order under subsection (2) shall be binding on the defaulting person, any person for the time being holding any shares to which such order applies and any other person specified in the order or any person to whom the order is directed, notwithstanding—
(a) anything contained in any constituent documents of the
licensed person; or
(b) anything contained in any contract entered into by such
persons affecting the shares relating to the licensed person. (6) The Bank may give such instructions or directions to the directors or officers of the licensed person as may be necessary or requisite to give effect to any order of the Bank under this section, or as may be incidental, ancillary or consequential to such order.
(7) Any transaction entered into by the defaulting person, including any agreement or arrangement in relation to any shares, interest in shares, or security, which is in contravention of any order
under subsection (2) or of any instructions or directions given by the Bank under subsection (6), shall be void and of no effect.
(8) The satisfaction of the Bank under subsection (1) that a person has breached or failed to comply with section 87, 88 or 89 or standards specified by the Bank under subsection 91(1), may be arrived at regardless that there has been no exercise of any action in respect of such breach or non-compliance.
(9) A person who fails to comply with an order issued under subsection (2) or contravenes subsection (4) commits an offence and shall, on conviction, be liable to imprisonment for a term not
exceeding eight years or to a fine not exceeding twenty-five million ringgit or to both.
Additional provisions relating to order under subparagraph 94(2)(a)(v)
95. (1) After considering the representation made by the
defaulting person under section 262 and where the Bank confirms an order made under subparagraph 94(2)(a)(v), the Bank may dispose of the shares surrendered to it pursuant to the order made under that subparagraph to such persons and to such extent as shall be
consistent with the same being held lawfully by the person who acquires the shares under this Act.
(2) The proceeds of the disposal of the shares under subsection (1) shall be paid into the High court, and any person claiming to be beneficially entitled to the whole or any part of such proceeds may, within thirty days of such payment into the High court, apply to a judge of the High court in chambers for payment out of the same to him.
Division 3
Interest in shares of approved person
Interpretation 96. For the purposes of this Division, “an approved person” does
not include an approved operator of a payment system and an approved issuer of a designated payment instrument.
Acquisition of interest in shares of approved person
97. (1) Where a person enters into an agreement or arrangement
to acquire any interest in shares of an approved person, by which, if the agreement or arrangement is carried out, he would hold, together with any interest in shares of the approved person which were then already held by him, an aggregate interest in shares of not less than five per cent of the shares of the approved person, such person shall notify the Bank of such fact upon entering into such agreement or arrangement within the period as may be specified by the Bank. (2) In addition to subsection (1), no person shall enter into any agreement or arrangement for the purpose of acquiring interest in shares pursuant to subsection (1), if such acquisition will result in a change in the control of an approved person, unless such person obtains the prior written approval of the Bank upon entering into such agreement or arrangement.
(3) The Bank may specify standards on shareholder suitability to give full effect to subsections (1) and (2).
(4) Any person who has notified the Bank under subsection (1) or obtained the approval of the Bank under subsection (2), shall at all times comply with the standards specified by the Bank under
subsection (3) to the satisfaction of the Bank.
(5) For the purposes of this section, the Bank may, at any time by notice in writing, require a person who has notified the Bank under subsection (1) or obtained the approval of the Bank under subsection
(2) to submit any information or particulars of any share acquired or held directly or indirectly either for his own benefit or any other person.
(6) Any person who has been served with a notice under subsection (5) shall submit to the Bank such information and particulars as may be specified by the Bank.
Division 4
Transfer of business, reconstruction or amalgamation of licensed person
Interpretation 98. For the purposes of this Division—
“security” includes a mortgage or charge, whether legal or equitable, debenture, bill of exchange, promissory note, guarantee, lien or pledge, whether actual or constructive, hypothecation, indemnity, undertaking or other means of securing payment or discharge of a debt or liability, whether present or future, or whether vested or contingent;
“transferee” means a person, including a licensed person, to which the whole or any part of the licensed business of a transferor is transferred under a business transfer scheme;
“transferor” means a licensed person which transfers the whole or any part of its licensed business under a business transfer scheme.
Approval required for reconstruction or amalgamation of licensed person