Cap. 370 Art. 10Participation in an investment services licence holder.

(1) Notwithstanding anything contained in an any other law, any person or persons acting in concert (hereinafter referred to in this Act as the "proposed licence acquirer") who have taken a decision either to -

(a) acquire, directly or indirectly, a qualifying shareholding in an investment services licence holder;

(b) increase, directly or indirectly, an existing shareholding which is not a qualifying shareholding so as to cause it to become a qualifying shareholding in an investment services licence holder; or

(c) further increase, directly or indirectly, such qualifying shareholding in an investment services licence holder as a result of which the proportion of the voting rights or of the capital held would reach or exceed twenty per centum, thirty per centum or fifty per centum or so that the investment services licence holder would become its subsidiary, (hereinafter referred to in this Act as the "proposed acquisition"), shall notify the competent authority in writing of any such decision, indicating the size of the intended shareholding and providing any relevant information as and in the manner that the competent authority may by Investment Services Rules require, including the form in which such notification shall be made and the criteria adopted by the competent authority in determining whether such person is a fit and proper person.

(2) Notwithstanding anything contained in any other law, any person who has taken a decision either to -

(a) dispose, directly or indirectly, of a qualifying shareholding in an investment services licence holder;

(b) reduce, directly or indirectly, a qualifying shareholding so as to cause it to cease to be a qualifying shareholding; or

(c) reduce, directly or indirectly, a qualifying shareholding so that the proportion of the voting rights or of the capital held would fall below twenty per centum, thirty per centum or fifty per centum or so that the investment services licence holder would cease to be its subsidiary, shall notify the competent authority in writing of any such decision indicating the size of the intended shareholding and providing any relevant information as and in the manner that the competent authority may, by Investment Services Rules require.

(3) Sub-articles (1) and (2) shall apply irrespective of whether or not any of the relevancy shares listed on a regulated market within the meaning of the Financial Markets Act or on an equivalent market which is not situated in a Member State or an EEA State.

(4) It shall be the duty of an investment services licence holder to notify the competent authority forthwith upon becoming aware that any person has taken any action set out in sub-articles (1) or (2).

(5) If any person or any investment services licence holder takes or decides to take any action set out in sub-articles (1) or (2) without notifying the competent authority or obtaining its approval in terms of article 10A, 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 investment services licence holder from taking, or continuing with, such action;

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

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

(d) restraining such person or investment services licence holder 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; or

(e) restraining such person or investment services licence holder from taking any similar action or any other action within the categories set out in sub-articles (1) and (2).

(6) Without prejudice to any other provision of this Act, where the influence exercised by any person acquiring or proposing to acquire a qualifying shareholding is, or is likely to, operate against the sound and prudent management of an investment services licence holder, the competent authority may issue a notice of objection and exercise any of the powers assigned to it under this Act to put an end to such situation, including the power to issue directives as it may deem reasonable and appropriate in the circumstances.

(7) A copy of any notice served on the person concerned in terms of sub-article (6) shall be served on the company to whose shares it relates.

(8) The competent authority, may, by means of Investment Services Rules issued under this Act, indicate the circumstances when persons are to be regarded as "acting in concert".