• 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 natural person:
      (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 the licensed exchange;
      (f) The percentage of shareholding and voting power the applicant is seeking to have in the licensed 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 the licensed exchange; and
      (j) 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 MAE-5.2.3 (a).
      Amended: April 2013

    • MAE-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 proper person to be a substantial shareholder;
      (b) Having regard to the applicant's likely influence, the licensed 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 2016

    • MAE-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 the licensed 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 the licensed exchange:

      (a) No voting rights shall be exercisable in respect of the shares which are the subject of the direction;
      (b) The licensed 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 the licensed exchange, the licensed 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 a person to whom a direction has been issued under Paragraph MAE-5.2.4 shall immediately return those shares to the licensed exchange, upon which the licensed exchange shall return to the person any payment received from him in respect of those shares.

    • MAE-5.2.7

      Any payment made by a licensed exchange in contravention of Paragraph MAE-5.2.5 (c) shall be deemed to be null and void, and a person to whom a direction has been issued under Paragraph MAE-5.2.4 shall immediately return the payment he has received to the licensed exchange.

    • MAE-5.2.8

      The CBB may exempt:

      (a) Any person or class of persons; or
      (b) Any class or description of shares or interests in shares;

      from the requirement under paragraph MAE-5.2.1 or MAE-5.2.2, subject to such conditions or restrictions as may be imposed by the CBB.