Section 12Part 3 — OBLIGATIONS OF LICENSEES
Shares not to be issued or transferred without Authority’s approval
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Shares totalling more than ten per cent of the authorised share capital of a company that is a licensee under this Law shall not be issued, and issued shares totalling more than ten per cent of the issued share capital or total voting rights of a company that is a licensee under this Law shall not be transferred or disposed of in any manner, without the prior approval of the Authority.
For the purposes of subsection (1), the licensee shall provide such information to the Authority, and within such period of time, as the Authority may require for the purpose of assessing whether persons acquiring control or ownership of such shares or voting rights in the licensee are fit and proper persons to have such control or ownership.
The Authority may exempt from subsection (1) a licensee whose shares or the shares of whose parent body, if any, are publicly traded on a stock exchange recognised by the Authority, and any such exemption —
shall be subject to a condition that the licensee shall, as soon as reasonably practicable, notify the Authority of —
any change in control of the licensee;
the acquisition by any person or group of persons of shares representing more than ten per cent of the licensee’s issued share capital or total voting rights; or
the acquisition by any person or group of persons of shares representing more than ten per cent of the issued share capital or total voting rights of the licensee’s parent company;
shall be subject to a condition that the licensee shall, as soon as reasonably practicable, provide such information to the Authority, and within such period of time, as the Authority may require for the purpose of assessing whether persons acquiring control or ownership of the licensee in the circumstances set out in paragraph (a) are fit and proper persons to have such control or ownership; and
shall be subject to such terms and conditions as the Authority may consider necessary.
In subsection (1), the reference to shares being transferred or disposed of includes the transfer or disposal of the legal interest in the shares and the transfer or disposal of any beneficial interest in the shares.
For the avoidance of doubt and for the purpose of issuing or transferring of issued shares or voting rights in this section, the references to shares totalling more than ten per cent includes cumulative acquisition of shares or voting rights less than ten per cent which amount to more than ten per cent of the authorized share capital of a company.