The regulations apply to substantial shareholders of all public companies, whether listed on an exchange or not. For the purposes of these regulations, the definition of substantial shareholder is similar to that provided under the Companies Act 1965. The definition provides that a person is a substantial shareholder if he has an interest in 5% or more of the total voting shares in a company. According to the regulations, a person who is a substantial shareholder in a company shall give a notice to the Commission stating the full particulars of his interest, in the form prescribed in the Schedule attached to the Regulations. The notice must be submitted to the Commission within one month after the date of coming into force of the regulations, that is 1 June 1998. Any changes to the particulars subsequent to 1 June 1998 must be made within fourteen days of such a change.
Disclosure Of Interests In Securities Under Section 99B Of The Securities Industry Act 1983
The Securities Industry (Amendment) Act 1998, which came into force on 1 April 1998, introduced a new section 99B that imposes a duty on chief executives and directors of a listed corporation to disclose their interests in securities of the listed corporation or any associated corporation of the listed corporation.
For purposes of disclosure of interests in an "associated corporation" under section 99B, where a corporation -
- is the holding company of another corporation;
- is a subsidiary of another corporation; or
- is a subsidiary of the holding company of another corporation,
that first-mentioned corporation and that other corporation shall be deemed to be associated with each other.
The new disclosure requirements under the Securities Industry (Reporting of Substantial Shareholding) Regulations and the Securities Industry Act 1983 will replace the relevant disclosure requirements under the Policies and Guidelines on Issue/Offer of Securities.
The relevant disclosure must be submitted to the
Director, Issues & Investment Division, Securities Commission, Wisma UOA Damansara, 11th Floor, Lot 8345, Jalan Dungun, Bukit Damansara, 50490 Kuala Lumpur not later than 1 June 1998. Any changes of interest in securities as stated in subsection 99B(2)(b), are to be notified to the Commission within fourteen days of such a change. Any queries with regard to the disclosure requirements should be directed to the Issues and Investment Division of the Securities Commission at 03- 2537601.
Copies of the Securities Industry (Reporting of Substantial Shareholding) Regulations 1998 can be obtained from Percetakan Nasional Berhad. Copies of the proforma for purposes of section 99B of the Securities Industry Act 1983, can be obtained from the Corporate Affairs Department, Securities Commission at No.3, Persiaran Bukit Kiara, Bukit Kiara, 54090 Kuala Lumpur.
