PENGURUSAN DANAHARTA NASIONAL BERHAD ACT 1998

LAWS OF MALAYSIA ONLINE VERSION OF UPDATED TEXT OF REPRINT Act 587 PENGURUSAN DANAHARTA NASIONAL BERHAD ACT 1998 As at 1 February 2013 2 PENGURUSAN DANAHARTA NASIONAL BERHAD ACT 1998 Date of Royal Assent ... ... ... … … 29 August 1998 Date of publication in the Gazette … … 1 September 1998 Latest amendment made by Act A1087 which came into operation on ... ... ... … … 1 September 1998 except paragraph 4(d), sections 11, 15, 21, 22, 23, 24, paragraph 25(c), section 27, paragraphs 29(b) and (c), sections 35, 37, 38 and 39 which came in force on 1 September 2000 PREVIOUS REPRINTS First Reprint ... ... ... ... ... 2002 Second Reprint ... ... ... ... ... 2006 3 LAWS OF MALAYSIA Act 587 PENGURUSAN DANAHARTA NASIONAL BERHAD ACT 1998 ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Short title, application and commencement 2. Interpretation PART II THE CORPORATION 3. The Corporation and its objective 4. Powers of the Corporation 5. The Board 6. Application of the Corporation’s Memorandum and Articles of Association 7. Disclosure of interest 8. Accounts PART III ACQUISITION OF SHARE CAPITAL OF THE CORPORATION BY THE MINISTER OF FINANCE 9. Acquisition of share capital of the Corporation by the Minister of Finance 4 Laws of Malaysia ACT 587 PART IV GUARANTEE BY THE GOVERNMENT Section 10. Guarantee 11. The Corporation to repay to Government sums paid under guarantee 12. Terms and conditions which may be agreed to or approved PART V ACQUISITION AND DISPOSITION BY THE CORPORATION 13. Acquisition 14. Vesting 14A. Replacement vesting certificate 15. Preservation of rights 16. Additional provisions on land 17. Other Registrars to give effect to vesting certificate 18. Vesting of asset outside Malaysia 19. Disposition by the Corporation 19A. Replacement transfer certificate 20. Permitted disclosure PART VI MANAGEMENT OF ASSETS AND LIABILITIES 21. Interpretation in relation to Part VI 22. Establishment and functions of the Oversight Committee 23. Application by affected person for appointment of Special Administrator 24. Recommendation by Corporation for appointment of Special Administrator 25. Criteria for appointment of Special Administrator 25A. Appointment of Special Administrator 26. Appointment of Independent Advisor 27. Circumstances where Special Administrator cannot be appointed 28. Duration of administration Pengurusan Danaharta Nasional Berhad 5 Section 29. Notification of appointment of Special Administrator 29A. Effect of appointment of Special Administrator 30. General powers of Special Administrator 31. General duties of Special Administrator 32. Special Administrator as affected person’s agent 33. Officers of affected person to perform or exercise function with written approval 34. Dealings with affected person’s assets 35. Compensation 36. Obligations of officer of affected person 37. Investigation of affairs 38. Special Administrator’s right to the books of the affected person 39. Special Administrator’s right to assets of the affected person 39A. Effect of obstructing or hindering the Special Administrator 40. Disclaimer 41. Effect of appointment of Special Administrator 42. Undue preference 42A. Recovery of cash considerations from assets acquired or sold before the appointment of Special Administrator 43. Vacation of office of receiver, etc. 44. Special Administrator to prepare proposal 45. The Corporation to consider proposal 46. Secured creditors meeting 47. Implementation of proposal 48. Modifications to the proposal 49. Regulatory approval conditions 50. Rejection or discontinuance of proposal 51. Qualifications of Special Administrator 52. Qualifications of Independent Advisor 53. Two or more Special Administrators 54. Report of misconduct 55. Validity of transaction 56. Extension of time 6 Laws of Malaysia PART VII ADDITIONAL RIGHTS Section 57. Entitlement to dispose assets by private treaty PART VIII APPLICATION OF OTHER ACTS 58. Application of other Acts PART IX APPLICATION OF THE ACT 59. Transfer to and between subsidiaries of the Corporation 60. Application of the Act to subsidiaries of the Corporation 61. Power of Minister to direct certain provisions not to apply 62. Application of Part IV to be continued PART X GENERAL 63. Judicial notice 64. Offer to the Corporation 65. Obligation of secrecy 66. Immunity 66A. Indemnity 66B. Offences committed by company 67. No petition to wind up the Corporation 68. Power to make regulations 69. Things done in anticipation of the enactment of this Act 70. Power to terminate operation of this Act 71. Acts done in good faith 72. Limits on the grant of orders of court FIRST SCHEDULE SECOND SCHEDULE ACT 587 7 LAWS OF MALAYSIA Act 587 PENGURUSAN DANAHARTA NASIONAL BERHAD ACT 1998 An Act to provide special laws for the acquisition, management, financing and disposition of assets and liabilities by the Corporation, the appointment of special administrators with powers to administer and manage persons whose assets or liabilities have been acquired by the Corporation and for matters connected therewith or incidental thereto. [1 September 1998, P.U. (B) 333/1998] WHEREAS special provisions are required in the public interest to assist financial institutions by removing impaired assets, to assist the business sector by dealing expeditiously with financially distressed enterprises and to promote the revitalization of the nation’s economy by injecting liquidity into the financial system, such goals to be achieved through the acquisition, management, financing and disposition of assets and liabilities: AND WHEREAS legislation is the only means by which the acquisition, management, financing and disposition of assets and liabilities can be implemented promptly, efficiently and economically for the public good: AND WHEREAS legislation is the only means by which special administrators may be appointed expeditiously to administer and manage persons whose assets or liabilities have been so acquired: AND WHEREAS Pengurusan Danaharta Nasional Berhad has been established as a corporation incorporated under the Companies Act 1965 for such purposes: NOW, THEREFORE, BE IT ENACTED by the Seri Paduka Baginda Yang di-Pertuan Agong with the advice and consent of the 8 Laws of Malaysia ACT 587 Dewan Negara and Dewan Rakyat in Parliament assembled, and by the authority of the same, as follows: PART I PRELIMINARY Short title, application and commencement 1. (1) This Act may be cited as the Pengurusan Danaharta Nasional Berhad Act 1998. (2) This Act shall apply throughout Malaysia. (3) This Act comes into operation on such date as the Minister may, by notification in the Gazette, appoint; and the Minister may appoint different dates for the coming into force of different provisions of this Act in different parts of Malaysia. Interpretation 2. In this Act, unless the context otherwise requires— “acquiree” means any person to whom the Corporation disposes an asset under section 19; “asset” includes any credit facility, property and business or enterprise of any kind; “authorized depository agent” has the meaning assigned to it in the Securities Industry (Central Depositories) Act 1991 [Act 453]; “Board” means the board of directors of the Corporation; “books” includes a register, a document, an account or accounting records, however compiled, recorded or stored, and any other record of information; “business” means any activity carried on for the purpose of gain and includes all property derived from, or used in or for the purpose Pengurusan Danaharta Nasional Berhad 9 of, carrying on such activity and all rights and liabilities arising from such activity; “Central Bank” means the Central Bank of Malaysia established by the Central Bank of Malaysia Act 1958 [Act 519]; “central depository” has the meaning assigned to it in the Securities Industry (Central Depositories) Act 1991; “claims” means any claim, defence, counterclaim, set-off, equity, action, legal proceeding or equitable interest of any kind relating to or arising out of an asset by the obligor or any third party against the seller or in respect of the asset, whether vested or contingent, present or future; “company” means a company incorporated under the Companies Act 1965 and includes a corporation within the meaning assigned to the term “corporation” under the Companies Act 1965 [Act 125]; “Corporation” means the Pengurusan Danaharta Nasional Berhad; “credit facility” means— (a) the giving of any advance, loan or other facility in whatever form or by whatever name called whereby the person to whom the advance, loan or facility is given has access, directly or indirectly, to the funds of the person giving it and shall include without limitation, any sale and buy back arrangement, hire purchase agreement, lease arrangement, joint venture arrangement, debt trading, guarantee, deferred payment sale, profit sharing arrangement and any other financing arrangements made in accordance with Islamic banking concepts in whatever form or by whatever name; (b) the giving of a guarantee in relation to the obligations of any person; or (c) any other dealing or transaction as may be prescribed by the Central Bank under section 2 of the Banking and Financial Institutions Act 1989 [Act 372]; 10 Laws of Malaysia ACT 587 “creditor” means any person who is owed a liability by the affected person; “disclosed claim” in relation to— (a) sections 13 to 18 means any specific claim disclosed to the Corporation in writing prior to the vesting date; (b) section 19 means any specific claim disclosed by the Corporation to the acquiree in writing prior to the date specified in the transfer certificate; “disclosed obligation” in respect of an asset acquired under Part V in relation to— (a) sections 13 to 18 means an obligation or liability owed to the obligor by the seller under or with respect to the asset and which obligation or liability is disclosed by the seller to the Corporation in writing prior to the vesting date; (b) section 19 means an obligation or liability owed to the obligor by the Corporation under or with respect to the asset and which obligation or liability is disclosed by the Corporation to the acquiree in writing prior to the date specified in the transfer certificate; “Independent Advisor” means a person appointed under section 26; “interest in land” means— (a) any interest in land, whether registered or registrable, including one to which the Strata Titles Act 1985 [Act 318] applies and which is capable of being transferred under Part Fourteen of the National Land Code [Act 56 of 1965] or Part V of the Land Ordinance of Sabah [Sabah Cap. 68] or Part VI of the Land Code of Sarawak [Sarawak Cap. 81]; (b) any lienholder’s caveat or other caveats; and (c) any other rights and entitlements relating to land; Pengurusan Danaharta Nasional Berhad 11 “liabilities” includes debts and obligations of every kind, whether present or future, or whether vested or contingent; “licensed institution” has the meaning assigned to it in the Banking and Financial Institutions Act 1989; “merchant bank” has the meaning assigned to it in the Banking and Financial Institutions Act 1989; “Minister” means the Minister for the time being charged with the responsibility for finance; “Minister of Finance” means the Minister of Finance incorporated under the Minister of Finance (Incorporation) Act 1957 [Act 375]; “obligor” means any person who owes a duty or obligation of any nature, whether present or future, or whether vested or contingent, to the seller under or with respect to an asset, including without limitation, an obligor under a credit facility, security or other chose in action; “property” means any movable or immovable property and includes— (a) any right, interest, title, claim, chose in action, power or privilege, whether present or f