Securities Markets Order, 2013 · As enacted
115. Interpretation
Official textFrom Attorney General's Chambers, unchanged
In this Part -
"borrowing entity" means an entity that is or will be under a current or future liability to repay any money received by it in response to an offer to subscribe for or purchase debentures of the entity;
"debenture" means a written acknowledgement of indebtedness, issued by a company in respect of a loan made or to be made to it or to any other person, or of money deposited or to be deposited with the company or any other person, or of the existing indebtedness of the company or any other person, whether constituting a charge on any of the assets of the company or not, and includes-
{a)
a debenture stock;
{b)
a convertible debenture;
{c)
a bond or an obligation;
{d)
a loan stock;
{e)
an unsecured note; or
{f)
any other instrument executed, authenticated, issued or created in consideration of such a loan or existing indebtedness.
but does not include-
{a)
a bill of exchange;
{b)
a promissory note;
{c)
a letter of credit;
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an acknowledgement of indebtedness issued in the ordinary course of business for goods or services supplied;
{ej a policy of insurance; or
(fJ a deposit certificate, pass book or other similar document issued in connection with a deposit or current account at a financial institution.
"debenture issuance programme" means any scheme or arrangement by an entity for the issue of debentures or unit's of debentures where only part of the maximum amount or aggregate number of debentures or units of debentures under the programme is offered initially and a further tranche or tranches may be offered subsequently;
"excluded issue" means an issue which is specified in this Order or which is prescribed by the Authority to be an excluded issue under this Part;
"excluded invitation" or "excluded offer" means an invitation or offer which is specified as such in this Order or prescribed by the Authority to be an excluded invitation or excluded offer under this Part;
"guarantor entity", in relation to a borrowing entity, means an entity that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing entity in response to an invitation to subscribe for or purchase debentures of the borrowing entity;
"preliminary prospectus" means any document which is designed to assist an issuer in setting a price in respect of a proposed issue of, an offer for subscription or purchase of, or an invitation to subscribe for or purchase, securities or to determine the final contents of a prospectus;
"promoter" means -
{a}
in relation to a prospectus issued by or in connection with a corporation, a promoter of the corporation;
(b}
in relation to a prospectus in respect of a collective investment scheme, a promoter of the scheme; or
collective investment scheme
"collective investment scheme" means any investment arrangements with respect to assets of any description, including money, the purpose or effect of which is to enable persons taking part in the arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive profits or income arising from the acquisition/ holding, management or disposal of the property or sums paid out of such profits or income. [2) The arrangements must be such that - (a) the persons who are to participate ("participants") do not have day-to-day control over the management of the property, whether or not they have the right to be consulted or to give directions; (b) the arrangements must also have either or both of the following characteristics - (i) the contributions of the participants and the profits or income out of which payments are to be made to them are pooled; (ii) the property is managed as a whole, by or on behalf of the operator of the collective investment scheme; and (c) the arrangements must satisfy the condition set out in subsection (3). (3) The condition referred to in subsection (2)(b) is that the property belongs beneficially to, and is managed by or on behalf of, a company, the trustee of a trust or some other entity or arrangement having as its purpose the investment of its funds with the aim of spreading the investment risk and giving its members the benefit of the results of the management of those funds for or on behalf of that company, trust, entity or arrangement. (4) If the arrangements referred to in subsection (2)(b)(i) provide for such pooling in relation to separate parts of the property, and each part is maintained in a portfolio segregated in the book of the scheme from the other assets of the scheme, the arrangements shall be regarded as constituting a single umbrella collective investment scheme provided that the participants are entitled to exchange rights in one part for rights in another. Operating without licence.
{c}
in relation to a prospectus in any other case, a promoter who is a party to the preparation of the prospectus or any relevant portion thereof, but does not include any person by reason only of his acting in a professional capacity;
"prospectus" means any publication or document inviting applications or offers to subscribe for or purchase securities, or offering any securities for
BRUNEI DARUSSALAM GOVERNMENT GAZETTE subscription or purchase and, unless expressly specified, includes a supplementary prospectus, replacement prospectus, shelf prospectus, short form prospectus, supplementary shelf prospectus and abridged prospectus;
"shelf registration scheme" means a scheme applicable for the purpose of any issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities by an issuer based on a shelf prospectus and a supplementary shelf prospectus;
"supplementary shelf prospectus" means a document which provides material information necessary to update the information in a shelf prospectus subsequent to the registration of such shelf prospectus;
"underlying entity" in relation to an offer of units of shares or debentures, means the entity the shares or debentures of which are the subject of the offer.
Terms defined in s 203
collective investment scheme
Defined · s 203"collective investment scheme" means any investment arrangements with respect to assets of any description, including money, the purpose or effect of which is to enable persons taking part in the arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive profits or income arising from the acquisition/ holding, management or disposal of the property or sums paid out of such profits or income. [2) The arrangements must be such that - (a) the persons who are to participate ("participants") do not have day-to-day control over the management of the property, whether or not they have the right to be consulted or to give directions; (b) the arrangements must also have either or both of the following characteristics - (i) the contributions of the participants and the profits or income out of which payments are to be made to them are pooled; (ii) the property is managed as a whole, by or on behalf of the operator of the collective investment scheme; and (c) the arrangements must satisfy the condition set out in subsection (3). (3) The condition referred to in subsection (2)(b) is that the property belongs beneficially to, and is managed by or on behalf of, a company, the trustee of a trust or some other entity or arrangement having as its purpose the investment of its funds with the aim of spreading the investment risk and giving its members the benefit of the results of the management of those funds for or on behalf of that company, trust, entity or arrangement. (4) If the arrangements referred to in subsection (2)(b)(i) provide for such pooling in relation to separate parts of the property, and each part is maintained in a portfolio segregated in the book of the scheme from the other assets of the scheme, the arrangements shall be regarded as constituting a single umbrella collective investment scheme provided that the participants are entitled to exchange rights in one part for rights in another. Operating without licence.
Part X
Part X.
Part VI
Public Company Statements and Reporting Requirements
Part VII
Capital Markets Services Licence and Representative'S Licence
Part VIII
Books, Audit and Client'S Assets
Part IX
Part X
Intervention Powers of Authority
Part XI
Complaints Committee and Investor Compensation Scheme
Part XII
Financial Markets Services Panel
Part XIII