Demutualisation (Kuala Lumpur Stock Exchange) Act 2003

Original Language Title: Demutualisation (Kuala Lumpur Stock Exchange) Act 2003

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WM laws of MALAYSIA Act REPRINTING 632 ACT DEMUTUALISASI (KUALA LUMPUR STOCK EXCHANGE) 2003 Contain all amendments to 1 January 2006 PUBLISHED by the COMMISSIONER of law revision, UNDER the AUTHORITY of law REVISION ACT 1968 in COLLABORATION with PERCETAKAN NASIONAL MALAYSIA BHD 2006 laws of Malaysia ACT DEMUTUALISASI ACT 6322 (KUALA LUMPUR STOCK EXCHANGE) 2003 date of Assent.................. 26 December 2003 date of publication in the Gazette............ 31 December 2003 REPRINT BEFORE Reprinting the first............ 2005 Demutualisasi (Kuala Lumpur Stock Exchange) 3 laws of MALAYSIA Act DEMUTUALISASI ACT 632 (KUALA LUMPUR STOCK EXCHANGE) 2003 ARRANGEMENT of SECTIONS part I preliminary section 1. Short title and commencement 2. Interpretation Part II CHANGES To The PUBLIC COMPANY LIMITED By SHARES 3. Changes to the public company limited by shares 4. The impact of change 5. Amendment of memorandum and articles of Association, etc. 6. The position of the Member company after changes 7. The impact of other changes in PART III COMPANY TRANSFEREE 8. Naming the company transferee by Minister 9. Provision vesting provisions 10. Transferee company operating as a stock exchange 11. Power of Minister to make regulations 12. The Immunity PART IV TRANSITIONAL PROVISIONS 13. Prevents anomalies laws of Malaysia ACT 6324 Demutualisasi (Kuala Lumpur Stock Exchange) 5 laws of MALAYSIA Act DEMUTUALISASI ACT 632 (KUALA LUMPUR STOCK EXCHANGE) 2003 an act to provide for changes in the Kuala Lumpur Stock Exchange from a company limited by guarantee to a public company limited by shares and to provide for matters incidental and associated with it.
[2 January 2004, P.U. (B) 6/2004]
Enacted by the Parliament of Malaysia as follows: part I preliminary short title and commencement 1. (1) this Act may be cited as the Demutualisasi Act (Kuala Lumpur Stock Exchange) 2003.
(2) of this Act come into force on such date as the Minister may, by notification in the Gazette, and the Minister may prescribe different dates for different provisions in this Act.
Interpretation 2. In this Act, unless the context otherwise requires — "Exchange" means the Kuala Lumpur Stock Exchange;
"rights" means all rights, powers, privileges and immunities, whether at present or in the future, actual, contingent or expected, and whether or not enforceable in Malaysia or elsewhere;
Laws of Malaysia ACT 6326 "property" means any property, movable or immovable, and includes — (a) in relation to property, any interest, isemen or right, whether in terms of equity or at law, title, claim, right in the action, power or privilege, either at present or in the future, vested or contingent, or who otherwise have value;
(b) any conveyancing documents executed for memindahhakkan, assign, determine, return or otherwise transferred or dispose of immovable property, that those who complete the conveyancing documents was the proprietor, who owns or entitled to a contingent right either for the whole of the interest or for any interest less than that;
(c) securities;
(d) any negotiable instrument, including any bank notes, bearer notes, Treasury bills, dividend warrants, bills of Exchange, promissory note, cheques and negotiable certificates of deposit;
(e) any mortgage or charge, whether legal or in terms of equity, guarantee, lien or pledge, either actual or constructive, hipotekasi letter or trust receipts, indemnity, undertaking or otherwise secure the payment or settlement of a debt or liability, either at present or in the future, vested or contingent; and (f) any other property of significant or not significant other;
"rules" has the meaning assigned to it in the securities industry Act 1983 [Act 280];
"liability" includes every type of debt, liabilities, duties and obligations, either at present or in the future, vested or contingent;
"Minister" means the Minister for the time being charged with the responsibility for finance;
"Registrar" has the meaning assigned to it in the companies Act 1965 [Act 125];
Demutualisasi (Kuala Lumpur Stock Exchange) 7 "Commission" means the Securities Commission established under the Securities Commission Act 1993 [Act 498];
"a company limited by shares" has the meaning assigned to it in the companies Act, 1965;
"transferee company" means a company named by the Minister under section 8;
"vesting date" means the date specified by the Minister under section 9;
"date of change" means the date of Bursa turned into a public company limited by shares as may be prescribed by the Minister under subsection 3 (3);
"vested", in respect of the property, including reserves the right of property in the future or contingent and rights for the reversion and balance.
PART II CHANGES to the PUBLIC COMPANY LIMITED by SHARES changes to public companies limited by shares 3. (1) no Exchange can apply to change itself from a company limited by guarantee to a public company limited by shares unless the approval of the Minister in writing obtained, on the recommendation of the Commission.
(2) Notwithstanding the provisions of the memorandum and articles of Association for Exchange immediately before the date of change of the companies Act 1965 and any other laws, but subject to the provisions of this Act, the Exchange can apply to change itself from a company limited by guarantee to a public company limited by shares by submitting to the Registrar — (a) a copy of the approval of the Minister in writing referred to in subsection (1);
Laws of Malaysia ACT 6328 (b) copies of special resolutions, approved in accordance with the articles of Association of the Exchange immediately before the date of change, who approved the change Exchange to a public company limited by shares and adopt the memorandum and articles of Association amended referred to in paragraph (c);
(c) a copy of the memorandum and articles of Association for Exchanges that have been amended accordingly to reflect that the Exchange is a public company limited by shares;
(d) a copy of the approval of the Commission in writing on the memorandum and articles of Association amended referred to in paragraph (c); and (e) information on the number and types of shares, as defined in the companies Act, 1965, to be issued after the change Exchange.
(3) Upon the Registrar is satisfied that the production of required in subsection (2) has been made, the Registrar shall certify that to the Minister, and the Minister may, by notification published in the Gazette, specify a date change and at the date of the change Exchange to a public company limited by shares shall have effect.
(4) on the date of the change, the Registrar shall change accordingly the registration details of Bursa and issue a certificate of incorporation of a new show changes in Exchange of a company limited by guarantee to a public company limited by shares in such form as the Registrar considers appropriate and after certificates of incorporation new issued certificate of incorporation of previous Exchange as a company limited by guarantee shall be deemed to be void.
(5) Notwithstanding any provision of the companies Act, 1965, the new incorporation certificate issued pursuant to subsection (4) shall be the certificate of incorporation of the Exchange as a public company limited by shares is valid for the purposes of the companies Act 1965 or for any other purpose.
Demutualisasi (Kuala Lumpur Stock Exchange) 9 impact of changes 4. (1) when the Bursa turned into a public company limited by shares pursuant to section 3 — (a) the memorandum and articles of Association amended referred to in paragraph 3 (2) (c) shall be the memorandum and articles of Association of the Exchange;
(b) the Exchange shall cease to be a company limited by guarantee and shall be deemed to have become a public company limited by shares in accordance with the memorandum and articles of Association amended referred to in paragraph 3 (2) (c);
(c) the liability of each Member of the Exchange under the articles of Association of the Exchange immediately before the date of change and a past member of Bursa as the guarantor immediately before the date of the change shall be deemed to be terlupus;
(d) voting shares for Exchange as a public company limited by shares shall be issued to any person and in such proportion as determined by the Minister on the recommendation of the Commission;
(e) the Board or governing body, by whatever name called, for Exchange immediately before the date of the change shall be deemed to be the first Board for the Exchange as a public company limited by shares until a Board or governing body that newly appointed in accordance with the memorandum and articles of Association amended referred to in paragraph 3 (2) (c), provided that the first Board shall operate for a period not exceeding one year or until the date of the Exchange as a public company limited by shares listed , whichever is earlier; and (f) subject to subsection (2), any member of the register of members of the Exchange immediately before the date of the change shall cease to be a member of such.

(2) the person to whom voting shares were issued under paragraph (1) (d) shall be deemed to be a member of the register of members of the Exchange as a public company limited by shares and their names should be included as such in the register of members of the personnel at the date of change.
Laws of Malaysia ACT 63210 (3) of section 32 and 33B, 41 Securities Commission Act 1993 and section 50, 52, 54 and 142 of the companies Act, 1965 shall not apply to any matters relating to earmarking, publications and acquisition of voting shares pursuant to paragraph (1) (d) and change the Exchange to a public company limited by shares.
(4) unless the approval of the Minister, on the recommendation of the Commission, obtained no person shall dispose of any voting shares issued under paragraph (1) (d) unless and until the voting shares are listed.
(5) in the event of a violation of subsection (4), the Commission may impose a moratorium or prohibit any trading or any transaction, over the voting shares referred to in paragraph (1) (d).
(6) for the purposes of this section, "listed" has the meaning assigned to it in the Securities Commission Act 1993.
Amendment of memorandum and articles of Association, etc.
5. There is nothing in this part shall prevent or restrict the Exchange as a public company limited by shares of alter memorandum and articles his association or changing its nature, share capital, its shareholders and its directors in accordance with the provisions of any law which applies after the change to a public company limited by shares.
The position of the Member company after the change 6. After the change of the Exchange under this section, a person who immediately before it — (a) is a company which carries on the business of dealing securities and recognised as a member company under the rules of the relevant Exchange shall be qualified as an organization participants by company transferee and shall be subject to the rules of the transferee company, after the date of change; or Demutualisasi (Kuala Lumpur Stock Exchange) 11 (b) is in the employment of, or acting for or by arrangement with, its members referred to in paragraph (a) and run for the Member companies of any business of dealing its security and recognized or registered by Bursa as such, shall be accredited or registered to act on the property by the transferee company, and are subject to the rules of the company receiving the transfer , after the date change.
The effect of other changes 7. Then declared that the change Exchange under this section — (a) does not create a legal entities that are new or affect or prejudice its identity or keberterusannya;
(b) not disfigure or prejudice to any legal proceedings, disciplinary, or other proceeding that may be continued or commenced by or against it before the changes, notwithstanding any change of its name or its status as a result of the change;
(c) Notwithstanding any instruction, order, approval, notification, order, Act, requirements, conditions, agreements, guidelines, circulars, I promise, Declaration, indemnity, waiver, exception, restriction or results, or other document whatsoever named, made, given or done by the Exchange before the change, below, by or by virtue of the provisions of the securities laws, rules or any written law which applies, and instructions , order, approval, notification, order, Act, requirements, conditions, agreements, guidelines, circulars, I promise, Declaration, indemnity, waiver, exception, restriction or results, or other documents, shall continue to be valid, binding and have effect in respect of persons to whom instructions, orders, approvals, notifications, instructions, Act, requirements, conditions, agreements, guidelines, circulars, I promise, Declaration, indemnity, waiver, exception, restriction or results, or other documents that , apply until they are amended, revoked or until they expire;
Laws of Malaysia ACT 63212 (d) Notwithstanding any instruction, order, approval, notification, order, Act, requirements, conditions, agreements, guidelines, circulars, I promise, Declaration, indemnity, waiver, exception, restriction or results, or other document whatsoever named, made, given or done by the Commission or to the Exchange prior to the change, below, by or by virtue of the provisions of the securities laws, rules or any written law applicable , and instructions, orders, approvals, notifications, instructions, Act, requirements, conditions, agreements, guidelines, circulars, I promise, Declaration, indemnity, waiver, exception, restriction or results, or other documents, shall continue to be valid, binding and have effect in respect of persons to whom instructions, orders, approvals, notifications, instructions, Act, requirements, conditions, agreements, guidelines, circulars, I promise, Declaration, indemnity, waiver, exception, restriction or decision , or other documents that, until it is amended, repealed or until they expire;
(e) without prejudice to any right, privilege, obligation or liability acquired or accrued under the provisions of the securities laws, kaedah-kaedahnya or any other law applicable prior to the date of change and without prejudice to any legal proceedings, disciplinary or other proceedings, remedies, inquiry or inspection in relation to the rights, privileges, obligations or liabilities, and legal proceedings, disciplinary or other proceedings, remedies the inspection or investigation, may be instituted or enforced after the change; and (f) without prejudice to any action that has been or may be taken by the exchange for any breach of the rules of his model before they exchange.
PART III COMPANY TRANSFEREE Naming company transferee by Minister 8. (1) when the Bursa turned into a public company limited by shares, the Minister may, by notification published Demutualisasi (Kuala Lumpur Stock Exchange) 13 in the Gazette, renaming a wholly-owned subsidiary Bursa as the transferee for the purposes of this Act.
(2) for the purposes of this section, "wholly owned subsidiary" has the meaning assigned to it in section 5B of the companies Act 1965.
Provision vesting provisions 9. (1) subject to the provisions of this Act, the Minister may, from time to time, by order published in the Gazette, specify a date not earlier than the date of change as vesting date, and on that date, all property, rights or liabilities, as determined by the Minister in such order shall, by virtue of this Act, are transferred to or vested in company transferee without any conveyancing , assignment or transfer of title.
(2) If an order made under subsection (1), all property, rights and liabilities vested in or held by Exchange when Exchange changes, either singly or in association with any other person, shall, by virtue of the order, on and after the vesting date, be vested in or held by the company transferee either singly or in association with any other person , as the case may be, and such order shall become effective as these conditions notwithstanding anything in any law, and shall be binding on any person who is touched by it, even those who touched it didn't get notice of an order made under this section or of other related proceedings.
(3) every property vested by virtue of subsection (1) in the transferee company shall be vested with the ownership, property rights or the same interest and holding similar as the property is vested or held immediately before the vesting date.
(4) every right in action vested by virtue of subsection (1) in the transferee company shall, on and after the vesting date, demand through suit, being recovered or enforced by the transferee company in his own name and it shall not be necessary notice to the person bound by the right in the action about the vesting provisions made under subsection (1).
Laws of Malaysia ACT 63214 (5) every rights and liabilities vested by virtue of subsection (1) in the transferee company shall, on and after the vesting date, demand through suit, being recovered or enforced by the transferee company in his own name and not have to notice provided to the rights or liabilities affected by vesting provisions made under subsection (1).
(6) any legal proceedings, disciplinary, or other proceedings pending in respect of any property, rights or liabilities transferred to or vested in company transferee by virtue of subsection (1) may, on and after the vesting date, be continued by or against the transferee company.

(7) on and after the vesting date, any agreement relating to any property, rights and liabilities transferred to or vested in the transferee company under subsection (1) immediately before the vesting date, whether in writing or not, and whether or not such kind of up to the property, rights and liabilities under the agreement assignable, shall have effect as if the transferee company become parties to the agreement.
(8) on and after the vesting date, reference to Bursa in any instruction, order, approval, notification, order, Act, requirements, conditions, agreements, guidelines, circulars, I promise, Declaration, indemnity, waiver, exception, restriction or results, or other document whatsoever named, made, given or done by any person before the date of vesting in relation to property, rights or liabilities transferred to or vested in company transferee by virtue of subsection (1) shall be construed as references to the payee corporation the transfer.
(9) on and after the vesting date, any instruction, order, approval, notification, order, Act, requirements, conditions, agreements, guidelines, circulars, I promise, Declaration, indemnity, waiver, exception, restriction or results, or other document whatsoever named, made, given or done by or to or against the Bursa, in respect of the property, rights or liabilities transferred to or vested in company transferee by virtue of subsection (1) shall be construed as made , given or made by or to or against the transferee company.
Demutualisasi (Kuala Lumpur Stock Exchange) 15 transferee Companies operate as stock exchange 10. Subject to such terms and conditions as may be imposed by the Minister, on the recommendation of the Commission, the approval given by the Minister under section 8 of the securities industry Act 1983 to the Exchange immediately before the date of the change shall be deemed to have been transferred to the transferee on vesting date.
Power of Minister to make regulations 11. The Minister, on the recommendation of the Commission, may make any appropriate regulations or necessary for carrying out the provisions of this act better.
Immunity 12. There are no civil liability may be incurred by — (a) the Minister, the Commission, the Registrar or the Exchange; or (b) any person acting on behalf of the Minister, the Commission (including any member of the Commission or any member of the Committee established by the Commission), the Registrar or Bursa (including any member of the Board of Bursa, and any member of the Committee established by the Board), including — (i) any officer to the Minister, the Commission, the Registrar or the Exchange; or (ii) any agent, or any person acting under the direction of the Minister, the Commission, the Registrar or the Bursa, for, by reason of, or in respect of any act or omission done, or any representations made or left from made in relation to the purpose of, or incidental to the implementation or the exercise or proposed exercise or the exercise of, the provisions of this Act or regulations made under this Act , if an Act, omission or statement is done or made in good faith.
Laws of Malaysia ACT 63216 PART IV TRANSITIONAL PROVISIONS Prevent anomalies 13. (1) subject to subsection (2), if any trouble arises regarding the application of any one or more provisions of this Act, the Minister may, by order published in the Gazette, make such modifications in any one or more of such provisions as may be found necessary by the Minister to prevent anomalies.
(2) the Minister may not exercise the authority granted in subsection (1) after the expiration of four years from the date of commencement of this Act.
Demutualisasi (Kuala Lumpur Stock Exchange) 17 laws of MALAYSIA Act DEMUTUALISASI ACT 632 (KUALA LUMPUR STOCK EXCHANGE) 2003 LIST AMENDMENT law short title force amend from – no – laws of Malaysia ACT 63218 laws of MALAYSIA Act DEMUTUALISASI ACT 632 (KUALA LUMPUR STOCK EXCHANGE) 2003 LIST SECTION AMENDED Section Power amend with effect from – THERE are –