• [A] [A]

    • Accepted Crypto-asset(s)

      A payment token (cryptocurrency) permitted by the CBB for the purpose of undertaking the regulated crypto-asset service by a crypto-asset licensee.

      Added: April 2019

    • Accredited investor(s)

      Accredited investors are defined as investors meeting the following criteria:

      (a) Individuals who have a minimum net worth (or joint net worth with their spouse) of USD 1,000,000 or more, excluding that person’s principal place of residence;
      (b) Companies, partnerships, trusts or other commercial undertakings, which have financial assets available for investment of not less than USD 1,000,000; or
      (c) Governments, supranational organisations, central banks or other national monetary authorities and state organisations whose main activity is to invest in financial instruments (such as state pension funds).
      Amended: October 2020
      Amended: July 2011

    • Acquisition of equity securities/voting rights

      Acquisition of voting rights includes the exercise of control or direction over voting rights other than by way of a revocable proxy given for no or nominal consideration for the purpose of one meeting of shareholders only.

      Added: July 2011

    • Acting in concert

      Persons acting in concert comprise persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate to obtain or consolidate "control" (as defined below) of a company through the acquisition by any of them of voting rights of the company. Without prejudice to the general application of this definition, persons falling within each of the following classes will be presumed to be acting in concert with others in the same class unless the contrary is established:

      (a) A company, its parent, its subsidiaries, its fellow subsidiaries, associated companies of any of the foregoing, and companies of which such companies are associated companies;
      (b) A company with directors (together with their connected persons, related trusts and companies controlled by any of the directors, their connected persons or related trusts) of it or of its parent, subsidiaries or fellow subsidiaries;
      (c) A company with any of its pension funds, provident funds and employee stock option plans;
      (d) A fund manager (including an exempt fund manager) with any investment company, mutual fund, unit trust or other person, whose investments such fund manager manages on a discretionary basis, in respect of the relevant investment accounts. For the purpose of Module TMA, investments mean the holding collectively or individually of 30% or more of the securities of an offeror who intends acquiring 30% or more of the securities of an offeree;
      (e) A financial or other professional adviser (including a stockbroker) with its client in respect of the shareholdings of the adviser and persons controlling, controlled by, or under the same control as the adviser (except in the capacity of an exempt principal trader);
      (f) Directors of a company (together with their connected persons, related trusts and companies controlled by such directors, their connected persons and related trusts) which is subject to an offer or where the directors have reason to believe a bona fide offer for their company may be imminent;
      (g) Partners;
      (h) An individual (including any person who is accustomed to act in accordance with the instructions of the individual) with his connected persons, related trusts and companies controlled by him, his connected persons or related trusts; and
      (i) A person, other than an authorised financial institution within the meaning of the CBB Law lending money in the ordinary course of business, providing finance or financial assistance (directly or indirectly) to any person (or a person acting in concert with such a person) in connection with an acquisition of voting rights (including any direct or indirect refinancing of the funding of the acquisition).
      Added: July 2011

    • Administrator(s)

      Administrators are persons who undertake the administration of financial instruments and other assets, for a third party. Administration may include the following activities:

      (a) Legal and fund management accounting services;
      (b) Client enquiries;
      (c) Valuation and pricing (including tax returns);
      (d) Regulatory compliance monitoring;
      (e) Maintenance of unit-holder register;
      (f) Distribution of income;
      (g) Issuance and redemption of holdings in a CIU;
      (h) Contract settlements (including certificate dispatch); and
      (i) Record-keeping.
      Amended: July 2007

    • Allotment

      "Allotment" means an amount of securities assigned to each of the participants, subscribers, or allottees. The financial responsibilities of the subscribers are set forth in an allotment notice, which is prepared by the issuer or lead manager.

      Added: January 2014

    • Annual report

      Annual report means the annual audited financial statements, plus all accompanying notes, auditors' reports, commentaries and disclosures required by IFRS, including the required non-financial, employment and corporate governance disclosures.

      Added: July 2011

    • Appointed Expert(s)

      A duly qualified individual or firm appointed by the CBB to carry out inspections in accordance with Article 114 of the CBB Law or special investigations of licensees in accordance with Article 121 of the CBB Law. Appointed experts may be appointed in addition to the CBB's own officials. Examples of appointed experts include reporting accountants, lawyers, private investigators, expert witnesses and independent actuaries.

      Added: April 2019

    • Approved person(s)

      Approved Persons are individuals holding certain specified positions in CBB licensees; they must be approved by the CBB prior to taking on those positions and must demonstrate that they are fit and proper. The list of positions subject to the CBB's Approved Persons regime vary according to the CBB license category, but generally cover directors and senior management, as well as certain other positions. Approved Persons requirements are specified in the relevant Rulebook Volume for the license category in question.

    • Arbitration cell

      Means a division or employee(s) of an SRO designated and authorised to receive petitions, coordinate and assist in the administration of arbitrations in terms of Chapter 3 of Module DRA.

      Added: July 2011

    • Associate

      For the purpose of Module TMA, the term associate will cover all persons acting in concert with an offeror. It is also intended to apply to a wider range of persons (who may not be acting in concert) and will cover all persons who directly or indirectly own or deal in the relevant securities of an offeror or the offeree company in an offer and who have (in addition to their normal interests as shareholders) an interest or potential interest, whether commercial, financial or personal, in the outcome of the offer. Without prejudice to the generality of the foregoing, the term "Associate" normally includes the following:

      (a) An offeror's or the offeree company's parent, subsidiaries and fellow subsidiaries, and their associated companies, and companies of which such companies are associated companies;
      (b) Any bank and financial and other professional adviser (including a stockbroker) to an offeror, the offeree company or any company in (a), including persons controlling, controlled by, or under the same control as such banks, financial and other professional advisers;
      (c) The directors (together with their connected persons, related trusts and companies controlled by any of the directors, their connected persons or related trusts) of an offeror, the offeree company or any company in (a);
      (d) The pension funds, provident funds and employee share schemes of an offeror, the offeree company or any company in (a);
      (e) Any investment company, unit trust or other person whose investments an associate manages on a discretionary basis, in respect of the relevant investment accounts;
      (f) A person who owns or controls 10% or more of any class of relevant securities issued by an offeror or the offeree company, including a person who as a result of any transaction owns or controls 10% or more. When two or more persons act pursuant to an agreement or understanding (formal or informal) to acquire or control such securities, they will be deemed to be a single person for the purpose of the Module TMA. Such securities managed on a discretionary basis by an investment management group will, unless otherwise agreed by the CBB, also be deemed to be those of a single person; and
      (g) A company having a material trading arrangement with an offeror or the offeree company.
      Added: July 2011

    • A person associated with another person

      For the purposes of Module MAM, a person associated with another person means:

      (1)
      (a) Where the other person is a company:
      (i) A director or secretary of the company;
      (ii) A related company; or
      (iii) A director or secretary of such related company;
      (b) Where the matter to which the reference relates is the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a company, a person with whom the other person has, or proposes to enter into, an agreement, arrangement, understanding or undertaking, whether formal or informal, or express or implied:
      (i) By reason of which either of those persons may exercise, directly or indirectly, control the exercise of, or substantially influence the exercise of, any voting power attached to a share in the company;
      (ii) With a view to controlling or influencing the composition of the board of directors, or the conduct of affairs, of the company; or
      (iii) Under which either of those persons may acquire from the other of them shares in the company or may be required to dispose of such shares in accordance with the directions of the other of them;
      except that in relation to a matter relating to shares in a company, a person may be an associate of the company and the company may be an associate of a person;
      (c) A person with whom the other person is acting, or proposes to act, in concert in relation to the matter to which the reference relates;
      (d) Where the matter to which the reference relates is a matter, other than the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a company:
      (i) Subject to paragraph (2) a person who is a director of a company of which the other person is a director; or
      (ii) A trustee of a trust in relation to which the other person benefits or is capable of benefiting otherwise than by reason of transactions entered into in the ordinary course of business in connection with the lending of money;
      (e) A person with whom the other person is, according to any subsidiary legislation made under this Module, to be regarded as associated in respect of the matter to which the reference relates;
      (f) A person with whom the other person is, or proposes to become, associated, whether formally or informally, in any other way in respect of the matter to which the reference relates; or
      (g) Where the other person has entered into, or proposed to enter into a transaction or has done, or proposes to do so, any other act or thing, with a view to becoming associated with a person as referred to in sub-paragraph (a), (b), (c), (d), (e) or (f), that last-mentioned person.
      (2) Where, in any proceedings under this Module, it is alleged that a person referred to in paragraph (1) (d) (i) was associated with another person at a particular time, the first-mentioned person shall not be considered to be so associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the first-mentioned person at that time knew or ought reasonably to have known the material particulars of that matter.
      (3) A person shall not be considered to be associated with another person by virtue of paragraph (1) (b), (c), (e) or (f) by reason only of one or more of the following:
      (a) That one of those persons furnishes advice to, or acts on behalf of, the other person in the proper performance of the functions attaching to his professional capacity or to his business relationship with the other person;
      (b) That one of those persons, a customer, gives specific instructions to the other, whose ordinary business includes dealing in securities, trading in futures contracts or leveraged foreign exchange trading, to acquire shares on the customer's behalf in the ordinary course of that business;
      (c) That one of those persons has sent, or proposes to send, to the other a take-over offer, or has made or proposes to make, offers under a take-over announcement, within the meaning of the Take-overs, Mergers, Acquisitions and Share Repurchases (TMA) Module in relation to shares held by the other;
      (d) That one of those persons has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members of a company.
      Added: July 2011

    • Associated company

      A company shall be deemed to be an associated company of another company if one of them owns or controls 20% or more of the voting rights of the other, or if both are associated companies of the same company.

      Added: July 2011