Section 46Part 8 — Merger control
Shares of licensee not to be issued or transferred without approval of the Office
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A licensee that is a company (other than a company referred to in subsection (5)) shall not issue shares, and a person owning or having an interest in shares in the licensee shall not transfer, otherwise dispose of or deal in those shares or that interest where the issuance, transfer, disposal or dealing would thereby result in a total shareholding or total voting rights, by the person acquiring the shares or voting rights by the issuance, transfer, disposal or dealing, of more than ten per cent of the issued share capital or total voting rights of the licensee, without the prior written consent of the Office whose consent shall not be unreasonably withheld; but the Office may refuse to give its consent where, among other things, it considers that the giving of the consent may result in a lessening of competition in the operation of networks or the provision of utility services.
In subsection (1), the reference to shares being issued, transferred, disposed of, or dealt with includes the issue, transfer or disposal of, or dealing with either the legal or a beneficial interest in the shares.
A licensee or person who wishes to deal with shares as indicated in subsection (1) shall request the approval of the Office in writing, and the Office shall reply in writing to such request within thirty days of the receipt of the request.
Where the Office refuses to give its consent it shall give reasons in writing for such refusal.
The Office may, in respect of a licensee whose shares are publicly traded on a stock exchange recognised by the Cayman Islands Monetary Authority, waive the obligation to obtain consent under subsection (1), and any such waiver —
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 issued share capital or total voting rights 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 parent company of the licensee;
shall be subject to a condition that the licensee shall, as soon as reasonably practicable, provide such information to the Office, and within such period of time as the Office may require, for the purpose of enabling an assessment as to 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 other conditions as the Office may deem necessary.
In the event of shares in a company which has not been granted a waiver under subsection (5) and which is a licensee under this Act vesting automatically through process of law in a person, the secretary or registrar of the company shall, upon becoming aware of such vesting, inform the Office of the number of shares and the identity of the person in whom they have vested, and the Office shall have power to impose conditions on the licence and to issue instructions as to the management and operations of the licensee.
Where —
a licensee or a person referred to in subsection (1) fails or refuses to obtain the consent of the Office in accordance with this section or proceeds to deal with shares where the Office has refused to consent to such dealing; or
a licensee fails to comply with subsection (5),
the Office may suspend or revoke the licence.
Referenced By
- Section 113 — Transitional provisions
waiver provisions