MAE-5.2 MAE-5.2 Application and Criteria for Approval to Acquire Substantial Shareholding
MAE-5.2.1
Any
person applying for approval under MAE-5.1.1 shall submit to the CBB a written application 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 naturalperson :(i) His nationality;(ii) His principal occupation; and(iii) His directorships;(d) All the companies in which the applicant has a substantial shareholding;(e) The percentage of shareholding and voting power that the applicant has in thelicensed exchange ;(f) The percentage of shareholding and voting power the applicant is seeking to have in thelicensed exchange ;(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) Whether the applicant will seek representation on the board of directors of thelicensed exchange ; and(j) Any other information that may facilitate the determination of the CBB as to whether the applicant is a fit and properperson for the purposes of Paragraph MAE-5.2.3 (a).Amended: April 2013MAE-5.2.2
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.
MAE-5.2.3
The CBB may approve an application made under Paragraph MAE-5.2.1 of this Module if the CBB is satisfied that:
(a) The applicant is a fit and properperson to be a substantial shareholder;(b) Having regard to the applicant's likely influence, thelicensed exchange 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.Amended: April 2016MAE-5.2.4
The CBB may, for the purposes of securing compliance with Paragraphs MAE-5.1.1 or MAE-5.2.2, or any condition or restriction imposed under Paragraph MAE-5.2.5, by notice in writing direct the transfer or disposal of all or any of the shares of a
licensed exchange in which a substantial shareholder of thelicensed exchange has an interest.MAE-5.2.5
Until a
person to whom a direction has been issued under Paragraph MAE-5.2.4 transfers or disposes of the shares which are subject to the direction and notwithstanding anything to the contrary, the Memorandum or Articles of Association or other constituent document or documents of thelicensed exchange :(a) No voting rights shall be exercisable in respect of the shares which are the subject of the direction;(b) Thelicensed exchange shall not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares which are the subject of the direction; and(c) Except in liquidation of thelicensed exchange , thelicensed exchange shall not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares which are the subject of the direction.MAE-5.2.6
Any issue of shares by a
licensed exchange in contravention of Paragraph MAE-5.2.5 (b) shall be deemed to be null and void, and aperson to whom a direction has been issued under Paragraph MAE-5.2.4 shall immediately return those shares to thelicensed exchange , upon which thelicensed exchange shall return to theperson any payment received from him in respect of those shares.