Back Custom print Link Text Only Rich Text Print

  • SIO-12.1 Change in Substantial Shareholding

    • SIO-12.1.1

      Any person or persons, acting in concert who intends to acquire, directly or indirectly, shares in a stablecoin issuer by virtue of which the person(s) would, if the acquisition is carried out, become a substantial shareholder of the stablecoin issuer , must obtain the approval of the CBB, prior to entering into an agreement with the stablecoin issuer.

      Added: July 2025

    • SIO-12.1.2

      In Paragraph SIO-12.1.1 “substantial shareholder” means a person who alone or together with his associates:

      (a) Holds not less than 5% of the shares in the stablecoin issuer; or
      (b) Is in a position to control not less than 5% of the votes in the stablecoin issuer.
      Added: July 2025

    • SIO-12.1.3

      Any person applying for approval under Paragraph SIO-12.1.1 must submit to the CBB a written application along with supporting documents that sets out:

      (a) The name of the applicant;

      (b) In the case where the applicant is a company:

      (i) Its place of incorporation;
      (ii) Its substantial shareholders;
      (iii) Its directors and chief executive officer; and
      (iv) Its principal business.

      (c) In the case where the applicant is a natural person:

      (i) Person’s nationality;
      (ii) Person’s occupation; and
      (iii) Details regarding directorship in company;
      (d) List of all the companies in which the applicant has a substantial shareholding;
      (e) The percentage of shareholding and voting power that the applicant has in the stablecoin issuer;
      (f) The percentage of shareholding and voting power the applicant is seeking to have in the stablecoin issuer;
      (g) The reasons for making the application;
      (h) The mode and structure, as appropriate, under which the increase in shareholding would be carried out;
      (i) Information relating to the financing of the proposed acquisition;
      (j) Whether the applicant will seek representation on the board of directors of the stablecoin issuer; and
      (k) Any other information that may facilitate the determination of the CBB as to whether the applicant is a fit and proper person for the purposes of Paragraph SIO-12.1.5 (a).
      Added: July 2025

    • SIO-12.1.4

      The CBB may require the applicant to furnish it with such information or documents as the CBB considers necessary in relation to the application and the applicant shall furnish such additional information or documents as required by the CBB.

      Added: July 2025

    • SIO-12.1.5

      The CBB may approve an application made under Paragraph SIO-12.1.1 of this Module if the CBB is satisfied that:

      (a) The applicant is a fit and proper person to be a substantial shareholder;
      (b) Having regard to the applicant’s likely influence, the stablecoin issuer will or will continue to conduct its business prudently and in compliance with the provisions of this Module; and
      (c) It would not be contrary to the interests of the public to do so.
      Added: July 2025

    • SIO-12.1.6

      Where the CBB, based on its assessment, concludes that the proposed acquisition is not in the interest of the market, it shall reject the application and notify the applicant and provide reasons for its decision.

      Added: July 2025