(English) Lesson 03: Eco System of Preference Share & Trust Investments

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Webinar Outline - Lesson 3: Eco System of Preference Share & Trust Investments

#01 Table Of Comparison: Return on Investment vs Investment Products

• Savings Account
• Bonds
• Fixed Deposit
• ASN
• Preference Share or Trust Investment

#02 Who can issue Preference Share

• Public Listed Company
• Public Unlisted Company
• Private companies

#03 Who – Public Company

• SSM
• Bursa
• Security Commission
• Court
• Professionals
• Sales Agent
• Retail Investors
• Sophisticated Investors

#04 Who can invest in Preference Share

• Retail investors
• Sophisticated investors

#05 How – Procedure of issuing Preference Share

• Constitution
• Statement in Lieu of Prospectus (SILOP)
• Prospectus
• Information Memorandum
• Solvency Test
• Solvency Statement

#06 Dividend regime

• Section 131 (1) & (2) Companies Act 2016
• Solvency test

#07 Step by Step Flowchart Solvency Test & Solvency Statement

• Company intend to distribute dividend
• Start
• Perform Solvency Test
• Is the company able to pay its debt as and when they become due immediately?
• Is the company able to pay its debt within 12 months after the distributions are made?
• Are the directors satisfied that the company meets the solvency test?
• Directors sign solvency statement
• Any dividend arrears for Cumulative Preference Shareholders?
• Pay dividend arrears
• Distribute dividend to the Preference Shareholder
• Any profit surplus, to distribute?
• Distribute dividend to the Ordinary Shareholders
• End

#08 What are the documents needed - Unlisted & Listed Public Company

• Constitution
• SILOP
• Prospectus
• Information Memorandum
• Company Secretary
• Accountants' report
• Allotment
• Solvency Statement

#09 Statement in lieu of prospectus (SILOP)

• Characteristic
• Used when

#10 Prospectus

• Characteristic
• Used when

#11 Comparison between Prospectus vs SILOP

• Meaning
• Objective
• Used when
• Content

#12 Sophisticated Investors

• Accredited investor
• High net-worth entities
• High net- worth individuals

#13 Information Memorandum - Content

• Forward-looking statements
• Risk Factors
• Notice on Personal Data Protection
• Confidentiality Clause
• Shariah Adviser
• Corporate Directory
• Definitions
• Executive Summary
• Benefits of subscribing RPS
• Salient terms of RPS
• Business Overview
• Information on the Company

#14 Relevant Acts

• Companies Act 2016
• Capital Market and Services Act 2007

#15 HOW- Private Company

• Section 43 Companies Act 2016

#16 Work around S43 Companies Act 2016

• Trustee Company

#17 Dividend regime - Private Company

• Section 131(1) & (2) Companies Act 2016
• Solvency test

#18 What are the documents needed – Private Company

• Trust deed
• Constitution
• SILOP
• Solvency Statement

#19 Relevant Acts

• Companies Act 2016
• Financial Services Act 2013
• Trustee Act 1949 (Revised 1978)
• Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLA)
• Trust Companies Act 1949

#20 2 Types of Preference Shares Investments

• Directly to Preference Shares Issuer
• Indirect through Trust Company

#21 Criteria to Sustain Preference Share Investment

• High investment return
• Low Redemption Rate
• Continuously recruit new investors

#22 What Does This Investment Scheme Look Like to You ?

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Answer to Quiz: #03

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