Cap. 487 Art. 44AParticipation in a company enrolled under article 13.

(1) Notwithstanding anything contained in any other law, the prior written consent of the competent authority shall be required before any person may lawfully:

(a) acquire, directly or indirectly, a qualifying shareholding in a company enrolled under article 13

(hereinafter referred to in this Act as the "enrolled company");

(b) increase, directly or indirectly, an existing holding which is not a qualifying shareholding so as to cause it to become a qualifying shareholding in an enrolled company;

(c) further increase, directly or indirectly, a qualifying shareholding so as to cause it to equal or exceed, twenty per centum or thirty per centum or fifty per centum or to cause the enrolled company to become that person’s subsidiary;

(d) reduce, directly or indirectly, a qualifying shareholding so as to cause it to fall below fifty per centum or thirty per centum or twenty per centum or to cause the enrolled company to cease to be that person’s subsidiary;

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

(f) divest itself, directly or indirectly, of a qualifying shareholding.

(2) Sub-article (1) shall apply irrespective of whether or not any of the relevant shares are shares listed on any regulated market.

(3) It shall be the duty of an enrolled company and of the directors thereof to notify the competent authority forthwith upon becoming aware that any person intends to take any of the actions set out in sub-article (1).

(4) Notwithstanding anything contained in any other law, the written consent of the competent authority shall be required before

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

(5) It shall be the duty of all directors and qualifying shareholders of an enrolled company to notify the competent authority forthwith upon becoming aware that the company intends to take any of the actions set out in sub-article (4).

(6) For the purpose of this article, the competent authority may issue Insurance Distribution Rules determining the form in which notification in terms of sub-article (1) and sub-article (4) shall take place and the information required to be furnished with such notification; and the competent authority shall, upon a notification by a person intending to take any action set out in sub-article (1)(a) to (c), determine whether such person is a fit and proper person before giving its consent.

(7) Within three months of receipt of such notification or receipt of such information as the competent authority may lawfully require, whichever be 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 enrolled company concerned in writing of the reason for such refusal.

(8) If any person or any enrolled company takes or intends to take any action set out in sub-article (1) or (4) without the prior written consent of the competent authority, the competent authority shall, without prejudice to any other penalty which may be imposed under this Act, have the power to make an order:

(a) restraining the person or company from taking, or continuing with, such action;

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

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

(d) restraining the person or company 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 the person or company from taking any activities in or from Malta, the provisions of this article shall apply only to the extent of requiring such company to give to the competent authority, not later than thirty days from such change or occurrence, as the case may be, the information therein referred to.

(10) Without prejudice to any other provision of this Act, where the influence exercised by any person holding a qualifying shareholding is, or is likely to, operate against the sound and prudent management of an enrolled company, the competent authority may exercise any of its powers under this Act, including the power to issue directives as it may deem reasonable in the circumstances.