Securities Markets Order, 2013 · As enacted · Part X · Part X.
126. { 1)
Official textFrom Attorney General's Chambers, unchanged
No allotment shall be made of any securities of a company unless
{a}
the minimum subscription has been subscribed; and
{b)
the sum payable on application for the securities so subscribed has been received by the company, but if a cheque for the sum payable has been received by the company, the sum shall be deemed not to have been received by the company until the cheque is paid by the bank on which it is drawn.
The minimum subscription shall
{a}
be calculated based on the price at which each share or debenture, or each unit of share or debenture, is or will be offered; and
debenture
"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; 1325 6th. AUGUST, 2013 (d) 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.
{b)
be considered exclusively of any amount payable otherwise than in cash.
If the conditions referred to in subsection (l){a} and {b) have not been satisfied on the expiration of 4 months after the first issue of the prospectus, all moneys received from applicants for securities shall be immediately repaid to them without interest.
prospectus
"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;
If any money referred to in subsection (3) is not repaid within 5 months after the issue of the prospectus, the directors of the company shall be jointly and severally liable to repay that money with interest at a rate to be determined by the Authority from the expiration of the period of 5 months, but a director shall not be so liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part.
An allotment made by a company to an applicant in contravention of this section shall be voidable at the option of the applicant which option may be exercised by notice in writing served on the company 1333
{a)
within one month after the holding of the statutory meeting of the company and not later; or
{b)
in any case where the company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory meeting, within one month after the date of the allotment and not later, and the allotment shall be so voidable notwithstanding that the company is in the course of liquidation proceedings.
(6}
Every director of a company who knowingly contravenes or permits or authorises the contravention of any of the provisions of this section is guilty of an offence and liable on conviction to a fine not exceeding $200,000, imprisonment for a term not exceeding 2 years, or both, and liable to compensate the company and the allottee respectively for any loss, damages or costs that the company or the allottee has sustained or incurred as a result.
No proceedings for the recovery of any compensation under subsection
shall be commenced after the expiration of 2 years from the date of the allotment.
Any condition requiring or binding any applicant for securities to waive compliance with any requirement of this section shall be void.
Terms defined in s 115
debenture
Defined · s 115"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; 1325 6th. AUGUST, 2013 (d) 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.
prospectus
Defined · s 115"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;
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