MAE-6 MAE-6 Control of Licensed Exchanges
MAE-6.1 MAE-6.1 Control of Licensed Exchanges
The CBB must be notified in any of the following cases:(a) If effective control over a
licensed exchangeor licensed market operatortakes place indirectly whether by way of inheritance or otherwise;(b) Gaining control directly as a result of any action leading to it;(c) The intention to take any of the actions that would lead to control;
The controller or the
personintending to take control over the licensed exchangeor licensed market operator, as the case may be and by the licensed exchangeor licensed market operatoritself if it is aware of such case.Amended: April 2013
For the purposes of Paragraph MAE-6.1.1, "control" means the right to appoint majority of the directors or to control the management or policy decisions exercisable by a
personor personsacting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner.
Notice of control shall contain a request for the CBB's approval for taking control over a
licensed exchangeor licensed market operatoror taking any action that may lead to control by submitting Form 6 and shall also contain such particulars and information and be accompanied by such documents as the CBB may specify. In the cases referred to in items (a) and (b) of Paragraph MAE-6.1.1, the notice shall be made within 15 days from the date of control. In the case referred to in item (c) of Paragraph MAE-6.1.1, the notice shall be made before taking any of the actions that would lead to control.
The CBB must, within 3 months from the date of receipt of the notice referred to above, notify the controller or the
personintending to take control over a licensed exchangeor licensed market operator, as the case may be, of its approval of control, any of the actions which would lead to a control, or the refusal thereof as the CBB may determine at its own discretion.Amended: July 2016
The CBB may impose any restrictions that it considers necessary to be observed in case of its approval of a control or any of the actions that would lead to a control.
If the period specified in Paragraph MAE-6.1.4 lapses without a decision being taken on the application seeking approval of a control or any intended actions that would lead to a control, the application shall be considered as accepted.
The controller or the
personintending to take control over a licensed exchangeor licensed market operator, may within 30 days of the notification, lodge a grievance against the CBB's decision to refuse the control or any conditions imposed in respect of such control.
The CBB shall decide on the grievance and notify the
personintending to take control over the licensed exchangeor licensed market operatorof its decision within 30 days from the date of submitting the grievance.Amended: July 2016
An appeal against a decision on control may be submitted within 30 days from the date when the concerned
personwas aware of such decision.
The CBB may refuse to give approval to a control if it will affect the legitimate interests of the
users, or if it is detrimental to the relevant sector, or if the CBB decides, according to its own discretion that it would be inappropriate to control a licensed exchangeor licensed market operatoraccording to the criteria set by the CBB.
personwho acquires control or shares in breach of the provisions of this Module shall carry out any instructions issued to him by the CBB to transfer such control or shares or refrain from exercising control or voting rights according to the procedures prescribed in such instructions.
The CBB may seek a court order to take appropriate precautionary measures or sell such shares if the
licensed exchangeor licensed market operatorfails to carry out the order referred to above. The value of the shares sold shall be paid to the party who has rights therein after the deduction of expenses.
licensed exchangeor licensed market operatorincorporated in the Kingdom shall not perform any of the following without a prior written approval of the CBB:(a) Merge, amalgamate or enter into a partnership with any personoutside the Kingdom, except in the ordinary course of business;(b) Transfer all or a major part of its assets or liabilities inside or outside the Kingdom, without prejudice to the provisions of Chapter 6 of the CBB Law;(c) Make any modification to its issued or paid-up share capital;(d) Modify its Memorandum and Articles of Association; or(e) Engage in major acquisition or investment operations as determined by the CBB.Amended: April 2016
The CBB, in granting any approval under the preceding Paragraph, may impose such conditions as it considers appropriate.