Section 162. Retention of over-subscription in issuance of debenture

(1) A corporation shall not accept or retain subscriptions to a debenture issue in excess of the amount of the issue as disclosed in the prospectus unless the corporation has specified in the prospectus—

(a) that the corporation expressly reserves the right to accept or retain over-subscriptions; and

(b) a limit expressed as a specific sum of money on the amount of over-subscriptions that may be accepted or retained being an amount not more than twenty-five per centum in excess of the amount of the issue as disclosed in the prospectus.

(2) Subject to the First Schedule, if a corporation specifies in a prospectus relating to a debenture issue that the corporation reserves the right to accept or retain over-subscriptions—

(a) the corporation shall not make, authorize or permit any statement of or reference as to the asset- backing for the issue to be made or contained in any prospectus relating to the issue, other than a statement or reference to the total tangible assets and the total liabilities of the corporation and of its guarantor corporations; and

(b) the prospectus shall contain a statement or reference as to what the total assets and total liabilities of the corporation would be if over-subscriptions to the limit specified in the prospectus were accepted or retained.

(3) The corporation that contravenes this section commits an offence and shall, on conviction, be liable to a fine not exceeding one million ringgit.