Investment Services Act (Cap. 370), article 10

10. (1) Notwithstanding anything contained in an any other law, any person or persons actin g in concert (her einafter refer red 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 investmen t services licence holder; (b) increase, directly or i ndirectly, 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 w ould reach or exceed twenty per centum , thirty per centum or fifty per centum or so that the investment services l icence holder would become its subsidiary, (hereinafter referred to in this Act as the "proposed acquisiti on"), shall notify the competent authority in writing of any such dec ision, indicating the size of the intended shareholding and providing any relevant information as and in the manner that the competent INVESTMENT SERVICES [CAP. 370. 23 authority may by Investment Services Rules require, including t he 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 c ontained in any other law, any person who has taken a decision either to - (a) dispose, directly or indirectly, of a qualifying shareholding in an investme nt services licence holder; (b) reduce, directly or i ndirectly, a qualifying shareholding so as to cause it to cease to be a qualifying shareholding; or (c) reduce, directly or i ndirectly, 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 li cence holder would cease to be its subsidiary, shall notify the competent author ity in writing of any such dec ision 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) sha ll 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 in vestment services licence holde r 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 invest ment 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 appr oval in terms of article 10A, then, without prejudice to any other p enalty 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 b e void and of no effect; (c) requiring such person or i nvestment 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 pa yment or to exercise any voting rights attaching to the shares acquired; or 24 CAP. 370.] INVESTMENT SERVICES (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 m ay issue a notice of objection and exercise any of the powers assigned to it under t his Act to put an end to such situation, including the power to iss ue directives as it may deem reason able 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 whos e shares it relates. (8) The competent authority, may, by means of Investment Services Rules issued under this Act, indicate the circumstance s when persons are to be regar ded as "acting in concert". Assessment procedure. Added by: XVII. 2009.6. Amended by: X. 2011.25; XXII. 2014.4; XXXI. 2017.49; LXXII.2021.11.