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  • CSD-5.2 CSD-5.2 Application and Criteria for Approval to Acquire Substantial Shareholding

    • CSD-5.2.1

      Any person applying for approval for acquiring substantial shareholding as defined hereunder 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 corporation:
      (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 corporations in which the applicant has a substantial shareholding;
      (e) The percentage of shareholding and voting power that the applicant has in the licensed clearing house or the licensed central depository;
      (f) The percentage of shareholding and voting power the applicant is seeking to have in the licensed clearing house or the licensed central depository;
      (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 clearing house or the licensed central depository; 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 Subparagraph CSD-5.2.3 (a).
      Amended: April 2016

    • CSD-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 information or documents as required by the CBB.

    • CSD-5.2.3

      The CBB may approve an application made under rule CSD-5.2.1 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 clearing house or licensed central depository 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

    • CSD-5.2.4

      The CBB may, for the purposes of securing compliance with rule CSD-5.2.1 or paragraph CSD-5.2.2, or any condition or restriction imposed under rule CSD-5.2.5, by notice in writing, direct the transfer or disposal of all or any of the shares of a licensed clearing house or licensed central depository in which a substantial shareholder of the licensed clearing house or licensed central depository has an interest.

      Amended: April 2016

    • CSD-5.2.5

      Until a person to whom a direction has been issued under Paragraph CSD-5.2.6 transfers or disposes of the shares which are the subject of the direction, and notwithstanding anything to the contrary in the Commercial Companies Law or the memorandum or articles of association, or other constituent document or documents of the licensed clearing house or licensed central depository:

      (a) No voting rights shall be exercisable in respect of the shares which are the subject of the direction;
      (b) The licensed clearing house or licensed central depository 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 a liquidation of the licensed clearing house or licensed central depository, the licensed clearing house or licensed central depository 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.
      Amended: April 2016

    • CSD-5.2.6

      Any issue of shares by a licensed clearing house or licensed central depository in contravention of Subparagraph CSD-5.2.5 (b) shall be deemed to be null and void, and a person to whom a direction has been issued under this paragraph shall immediately return those shares to the licensed clearing house or licensed central depository, upon which the licensed clearing house or licensed central depository shall return to the person any payment received from him in respect of those shares.

      Amended: April 2016

    • CSD-5.2.7

      Any payment made by a licensed clearing house or licensed central depository in contravention of rule CSD-5.2.5 (c) shall be deemed to be null and void, and a person to whom a direction has been issued under Paragraph CSD-5.2.6 shall immediately return the payment he has received to the licensed clearing house or licensed central depository.

      Amended: April 2016

    • CSD-5.2.8

      The CBB may exempt:

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

      from rule CSD-5.2.1 or Paragraph CSD-5.2.2, subject to such conditions or restrictions as may be imposed by the CBB.

      Amended: April 2016