Cap. 370 Art. 10CMergers, reconstructions, divisions and changes in share capital or voting rights.

(1) Notwithstanding anything contained in any other law, and without prejudice to article 10(1) and (2), the consent of the competent authority given in writing shall be required before an investment services licence holder may lawfully:

(a) sell or dispose of its business or any significant part thereof;

(b) merge with any other company, whether licensed under this Act or not;

(c) undergo any reconstruction or division; or

(d) 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 investment services licence holder to notify the competent authority forthwith in writing, upon becoming aware that such investment services licence holder 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 investment services licence holder concerned in writing for the reason for its refusal.

(4) If any person or any investment services licence holder 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 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 service 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;

(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-article (1).