Cap. 403 Art. 38CMergers, reconstructions, divisions and changes in share capital or voting rights.

(1) Notwithstanding anything contained in any other law and without prejudice to article 38(1) and (2), the consent of the competent authority given in writing shall be required before an authorised undertaking may lawfully:

(a) merge with any other undertaking, whether authorised under this Act or not;

(b) undergo any reconstruction or division; or

(c) increase or reduce its nominal or issued share capital or effect any material change in voting rights.

(2) It shall be the duty of all directors and qualifying shareholders of an authorised undertaking to notify the competent authority forthwith in writing upon becoming aware that such undertaking intends to take any of the actions set out in sub-article (1).

(3) Within three months of receipt of such notification or receipt of such information as the competent authority may lawfully require, whichever is the later, the competent authority shall issue a notice -

(a) granting unconditional consent to the taking of the action;

(b) granting consent to the taking of the action subject to such conditions as the competent authority may deem appropriate; or

(c) refusing consent to the taking of the action, and if it refuses to grant consent it shall inform the person or the authorised undertaking concerned in writing of the reason for its refusal.

(4) If any person or any authorised undertaking takes or decides to take any action set out in sub-article (1) without obtaining the consent of the competent authority, then, without prejudice to any other penalty which may be imposed under this Act, the competent authority shall have the power to make an order:

(a) restraining such person or authorised undertaking from taking or continuing with such action;

(b) declaring such action to be void and of no effect;

(c) requiring such person or authorised undertaking to take such steps as may be necessary to restore the position existing immediately before the action was taken;

(d) restraining such person or authorised undertaking from exercising any rights which such action would, if lawful, have conferred upon them, including the right to receive any payment or to exercise any voting rights attaching to the shares acquired;

(e) restraining such person or authorised undertaking from taking any similar action or any other action within the categories set out in sub-article(1).