• MIR-6.1 MIR-6.1 Control of a Licensed Member

    • MIR-6.1.1

      The CBB must be notified in any of the following cases:

      (a) If effective control over a licensed member takes 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 person intending to take control over the member, and the member itself, if it is aware of such case, should notify the CBB as per rule MIR-6.1.3.

      Amended: April 2013
      Adopted January 2010

    • MIR-6.1.2

      For the purposes of rule MIR-6.1.1, "control" means the right to appoint the majority of the directors or to control the management or policy decisions exercisable by a person or persons acting 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.

      Adopted January 2010

    • MIR-6.1.3

      Notice of control shall contain a request for the CBB's approval for taking control over a licensed member or taking any action that may lead to control by submitting Form 2 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 rule MIR-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 rule MIR-6.1.1, the notice shall be made before taking any of the actions that would lead to control.

      Amended: April 2013
      Adopted January 2010

    • MIR-6.1.4

      The CBB must, within 60 days from the date of receipt of the notice referred to above, notify the controller or the person intending to take control over a licensed member of its approval of control, any of the actions which would lead to control, or the refusal thereof as the CBB may determine at its own discretion, after consultation with the SRO.

      Amended: April 2013
      Adopted January 2010

    • MIR-6.1.5

      The CBB may impose any restrictions that it considers necessary to be observed in case of its approval of control, or any of the actions that would lead to control.

      Adopted January 2010

    • MIR-6.1.6

      If the period specified in rule MIR-6.1.4 lapses without a decision being taken on the application seeking approval of control, or any intended actions that would lead to control, the application shall be considered as accepted, unless the SRO refuses such application within the specified period.

      Adopted January 2010

    • MIR-6.1.7

      The controller or the person intending to take control over a licensed member, 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.

      Amended: April 2013
      Adopted January 2010

    • MIR-6.1.8

      The CBB shall decide on the grievance and notify the person intending to take control over the licensed member of its decision within 30 days from the date of submitting the grievance.

      Amended: April 2013
      Adopted January 2010

    • MIR-6.1.9

      An appeal against a decision on control may be submitted within 30 days from the date when the concerned person was aware of such decision.

      Adopted January 2010

    • MIR-6.1.10

      The CBB may refuse to give approval to control if it will affect the market integrity and interests of the investors or clients, or if the CBB decides, according to its own discretion that it would be inappropriate to control a licensed member according to the criteria set by the CBB.

      Amended: April 2013
      Adopted January 2010

    • MIR-6.1.11

      Any person who 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.

      Adopted January 2010

    • MIR-6.1.12

      The CBB may seek a court order to take appropriate precautionary measures or sell such shares if the person(s) fails 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.

      Adopted January 2010

    • MIR-6.1.13

      A licensed member shall not perform any of the following without prior written approval of the CBB:

      (a) Merge, amalgamate or enter into a partnership with any person in Bahrain or elsewhere, except in the ordinary course of business;
      (b) Transfer all or a major part of its assets or liabilities in Bahrain or elsewhere, without prejudice to the provisions of Chapter 6 (Articles 66, 67 & 68) of the CBB Law;
      (c) Make any modification to its issued or paid-up share capital;
      (d) Modify its Memorandum and Articles of Association;
      (e) Engage in major acquisition or investment operations as determined by the CBB.
      Amended: April 2013
      Adopted January 2010

    • MIR-6.1.14

      The CBB, in granting any approval under rule MIR-6.1.13, may impose such conditions as it considers appropriate.

      Adopted January 2010