Section 115
In this Part -
of Securities Markets Order, 2013
"borrowing entity" means an entity that is or will be under a current or future liability to repay any money received by it in response to an offer to subscribe for or purchase debentures of the entity;
"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;
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(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.
"debenture issuance programme" means any scheme or arrangement by an entity for the issue of debentures or unit's of debentures where only part of the maximum amount or aggregate number of debentures or units of debentures under the programme is offered initially and a further tranche or tranches may be offered subsequently;
"excluded issue" means an issue which is specified in this Order or which is prescribed by the Authority to be an excluded issue under this Part;
"excluded invitation" or "excluded offer" means an invitation or offer which is specified as such in this Order or prescribed by the Authority to be an excluded invitation or excluded offer under this Part;
"guarantor entity", in relation to a borrowing entity, means an entity that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing entity in response to an invitation to subscribe for or purchase debentures of the borrowing entity;
"preliminary prospectus" means any document which is designed to assist an issuer in setting a price in respect of a proposed issue of, an offer for subscription or purchase of, or an invitation to subscribe for or purchase, securities or to determine the final contents of a prospectus;
"promoter" means -
{a}
in relation to a prospectus issued by or in connection with a corporation, a promoter of the corporation;
(b}
in relation to a prospectus in respect of a collective investment scheme, a promoter of the scheme; or
{c}
in relation to a prospectus in any other case, a promoter who is a party to the preparation of the prospectus or any relevant portion thereof, but does not include any person by reason only of his acting in a professional capacity;
"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;
"shelf registration scheme" means a scheme applicable for the purpose of any issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities by an issuer based on a shelf prospectus and a supplementary shelf prospectus;
"supplementary shelf prospectus" means a document which provides material information necessary to update the information in a shelf prospectus subsequent to the registration of such shelf prospectus;
"underlying entity" in relation to an offer of units of shares or debentures, means the entity the shares or debentures of which are the subject of the offer.
Public offering registration requirement.