MIR-5.2 MIR-5.2 Application and Criteria for Approval to Acquire Substantial Shareholding
MIR-5.2.1
Any
person applying for approval under rule MIR-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:1. Its place of incorporation;2. Its substantial shareholders;3. Itsdirector s andchief executive officer ; and4. Its principal business.(c) In the case where the applicant is a naturalperson :1. His nationality;2. His principal occupation; and3. His directorships;(d) All the companies in Bahrain or elsewhere, which the applicant has a substantial shareholding;(e) The percentage of shareholding and voting power that the applicant has in the licensedmember and/or in any other licensedmembers ;(f) The percentage of shareholding and voting power the applicant is seeking to have in the licensedmember ;(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 ofdirectors of the licensedmember ; 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 MIR-5.2.3 (a).Amended: April 2013
Adopted January 2010MIR-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.
Adopted January 2010MIR-5.2.3
The CBB may approve an application made under Paragraph MIR-5.2.1 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, the licensedmember will or will continue to conduct its business prudently and in compliance with the provisions of the CBB Law, rules and regulations, and this Module; and(c) It would not be contrary to the interests of the public and market integrity to do so.Amended: April 2013
Adopted January 2010MIR-5.2.4
The CBB may, for the purposes of securing compliance with rule MIR-5.1.1 or paragraph MIR-5.2.2, or any condition or restriction imposed under rule MIR-5.2.5, by notice in writing direct the transfer or disposal of all or any of the shares of a licensed
member in which a substantial shareholder of the licensedmember has an interest. Thelicensed exchange and/orlicensed clearing house shall be notified of such extent.Amended: April 2013
Adopted January 2010MIR-5.2.5
Until a
person to whom a direction has been issued under paragraph MIR-5.2.4 transfers or disposes of the shares which are subject to the direction and notwithstanding anything to the contrary in the Memorandum and Articles of Association or other constituent documents of the licensedmember :(a) No voting rights shall be exercisable in respect of the shares which are the subject of the direction;(b) The licensedmember 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 licensedmember 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 2013
Adopted January 2010MIR-5.2.6
Any issue of shares by a licensed
member in contravention of rule MIR-5.2.5 (b) shall be deemed to be null and void, and aperson to whom a direction has been issued under paragraph MIR-5.2.4 shall immediately return those shares to the licensedmember , upon which the licensedmember shall return to theperson any payment received from him in respect of those shares.Amended: April 2013
Adopted January 2010MIR-5.2.7
Any payment made by a licensed
member in contravention of rule MIR-5.2.5 (c) shall be deemed to be null and void, and aperson to whom a direction has been issued under paragraph MIR-5.2.4 shall immediately return the payment he has received to the licensedmember .Amended: April 2013
Adopted January 2010MIR-5.2.8
The CBB may exempt:
(a) Anyperson or class ofpersons ; or(b) Any class or description of shares or interests in shares;from the requirement under paragraphs MIR-5.2.1 or MIR-5.2.2, subject to such conditions or restrictions as may be imposed by the CBB in general, and where shares of the licensed
member are being listed in particular.Amended: April 2013
Adopted January 2010