Vesting
(1) The Minister may, by order published in the Gazette, appoint a vesting date and on that date, all such property, except those lands referred to in subsection (2), rights, liabilities and functions of the Institute shall, by virtue of this Act, be transferred to and vested in the successor company without any conveyance, assignment or transfer whatever.
(2) Any land held in the name of the Federal Lands Commissioner and which immediately before the vesting date is occupied by the Institute shall continue to be occupied by the successor company under a lease at a rental and on such terms to be agreed upon by the Federal Lands Commissioner and the successor company.
(3) Notwithstanding subsection (1), only the functions of the Institute which under this Act are not vested in the Director General and any other body shall be transferred to the successor company.
(4) Every property vested by virtue of subsection (1) in the successor company shall be so vested in the company for the like title or interest as the same was vested or held immediately before the vesting date.
(5) Every chose in action vested by virtue of subsection (1) in the successor company may, after the vesting date, be sued on, recovered or enforced by the company in its own name and it shall not be necessary for the company or the Institute to give notice to the person bound by the chose in action of the vesting effected by subsection (1).
(6) Every right and liability vested by subsection (1) in the successor company may, on or after the vesting date, be sued on, recovered or enforced by or against the company in its own name and it shall not be necessary for the company or the Institute to give notice to the person whose rights and liabilities are affected by the vesting under subsection (1).
(7) Any pending legal proceedings by or against the Institute which relate to any property, right and liability transferred to and vested in the successor company by virtue of subsection (1) may, on or after the vesting date, be continued by or against the successor company.
(8) In the case of rights and liabilities arising under any loans which vest in the successor company on the vesting date, the company may enter into such arrangements or agreements over such rights and liabilities with the Government of Malaysia or any third party.
(9) On or after the vesting date, any agreement relating to any property, rights and liabilities transferred to and vested in the successor company under subsection (1) to which the Institute was a party immediately before the vesting date, whether in writing or not, and whether or not of such a nature that rights and liabilities thereunder could be assigned by the Institute, shall have effect as if the company had been a party to the agreement.
(10) Notwithstanding subsection (9), any agreement entered into by the Institute, the subject matter of which relates to any matter falling within the powers and functions of the Director General under this Act, shall, upon the vesting date devolve upon the Government and shall have effect as if the Government had been a party to the agreement.
(11) Where by virtue of subsection (1), any property is transferred to and vested in the successor company, the provisions in Part Thirty of the National Land Code [Act 56 of 1965] shall, for the
purpose of effecting the registration of such vesting, apply to the successor company, as if it were a public authority.
Initial Government holding in the successor company
(1) As a consequence of the vesting in the successor company of the property, rights and liabilities under subsection 3(1), the successor company shall issue such securities of the company as the Minister of Finance may, after consultation with the Minister, from time to time, direct.
(2) Securities required to be issued in pursuance of this section shall be issued or allotted at such times and on such terms, as to allotment, as the Minister of Finance may, after consultation with the Minister, direct.
(3) Securities under this section—
(a) shall be of such nominal value as the Minister of Finance may direct; and
(b) shall be issued as fully paid and treated for the purpose of the Companies Act 1965 as if they had been paid up by virtue of the payment to the successor company of their nominal value.
(4) Any dividends or other sums received by the Minister of Finance by virtue of this section shall be paid into the Consolidated Fund.
Government investment in further issues of shares of the successor company
(1) Further issues of the shares of the successor company shall only be made as the Minister of Finance may, after consultation with the Minister, at any time, direct.
(2) Any expenses incurred by the Minister of Finance in consequence of the provisions of this section shall be treated as investments and be authorized under subparagraph 8(3)(a)(iv) of the Financial Procedure Act 1957 [Act 61].
(3) Any dividends or other sums received by the Minister of Finance under this section shall be paid into the Consolidated Fund.
(4) Stamp duty shall not be chargeable in respect of any increase in the capital of the successor company which—
(a) is effected by the issue of shares; and
(b) is certified by the Treasury as having been effected by the issue of shares subscribed for by the Minister of Finance under subsection (1).
Staff
(1) The successor company shall accept into its employment, on a date to be appointed by the Minister by notification in the Gazette, every person who immediately before that date is a member of the staff of the Institute and who was given an option by the Institute and has opted to serve as an employee of such company.
(2) Every such person who opts under subsection (1) to serve as an employee of the successor company shall be employed by such company on terms and conditions of service not less favourable than the terms and conditions of service to which he was entitled immediately before the appointed date.
Government of Malaysia to hold all shares in the successor company
(1) The Minister of Finance may, from time to time, on behalf of the Government of Malaysia, subscribe for or otherwise acquire all the shares in the successor company.
(2) Shares in the successor company held by the Minister of Finance shall be held by the Minister of Finance Incorporated under the Minister of Finance (Incorporation) Act 1957 [Act 375].
(3) Notwithstanding any other written law or rule of law, it shall not be necessary to complete or register a transfer of shares of the kind referred to in subsection (2) consequent upon a change in the person holding the office of the Minister of Finance.
(4) The Minister of Finance may exercise all the rights and powers attaching to the shares in the successor company held by him.
(5) The Minister of Finance may, at any time, by written notice to the Company Secretary of the successor company, authorize, on such terms and conditions as are specified in the notice, any person as he thinks fit to act as his representative at any or all of the meetings of shareholders of the successor company or of any class of shareholders, and any person so authorized shall be entitled to exercise the same powers, on behalf of the Minister of Finance, as the Minister of Finance could exercise if present in person at the meeting.
Minister of Finance to hold shares
(1) The Minister of Finance shall not—
(a) sell or otherwise dispose of any shares in the successor company held by him to any person; or
(b) permit shares in the successor company to be allotted to any person.
(2) Nothing in subsection (1) shall apply to redeemable preference shares that—
(a) are not convertible into shares of any other class; and
(b) do not confer any rights to vote at any general meeting of the successor company.
Source: Laws of Malaysia, Attorney General's Chambers of Malaysia (lom.agc.gov.my). Not a copy of the Gazette printed by the Government Printer (Interpretation Acts 1948 and 1967, s 61).
