Banking Act (Cap. 371), article 13

13. (1) Notwithstanding anything contained in any other law, any person or persons acting in c oncert (hereinafter referred t o in this Act as the "proposed acquirer"), who have taken a decisio n either to - (a) acquire, directly or indirectly, a qualifying share- holding in a credit institution; (b) increase, directly or indirectly, an existing shareholding which is not a qualifying shareholding so as to cause it to become a qualifying shareholding in a credit institution; or (c) further increase, directly or indirectly, such qualifying shareholding in a credit institution as a result of which the proportion of the voting rights or of the capital 36 CAP. 371.] BANKING held would reach or exceed twenty per centum, thirty per centum or fifty per centum or so that the credit institution 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 decision, indicating the size of the intended shareholding and providing any relevant informati on as and in the manner that th e competent authority may by a Banking Rule require, including th e form in which such notification shall be made and the criteria adopted by the competent authority in determining whether such person is a suitable person. (2) Notwithstanding anything contained in any other law, any person who - (a) acquires, directly or indirect ly, at least fi ve per centum but less than ten per centum of the share capital or of the voting rights in a credit institution; or (b) increases, directly or indirectly, an existing shareholding so that the proportion of the voting rights or of the capital held would amount to at least five per centum but less than ten per centum, shall inform the competent authority in writing, indicating the size of the shareholding and providing any relevant information as a nd in the manner that the competent authority may by a Banking Rul e require. Such Banking Rule may provide, inter alia , general guidance as to when the sharehold ing would be deemed to result in significant influence. (3) Notwithstanding anything contained in any other law, any person who has taken a decision either to - (a) dispose, directly or indirectly, of a qualifying shareholding in a credit institution; (b) reduce, directly or indirectly, a qualifying shareholding so as to cause it to cease to be a qualifying shareholding; or (c) reduce, directly or indirectly, 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 f ifty per centum or so that the credit institu tion would cease to be its subsidiary, shall notify the comp etent 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 authority may by a Banking Rule require. Cap. 345. (4) Sub-articles (1), (2) and (3 ) shall apply irrespective of whether or not any of the relevant shares are shares listed on any regulated market within the meaning of the Financial Markets Act or on an equivalent market in a third country. (5) Credit Institutions shal l, on becoming aware of any acquisitions or disposals of hol dings in their capital that cau se holdings to exceed or fall below o ne of the thresholds referred to in BANKING [CAP. 371. 37 this article, inform the competent authority of those acquisiti ons or disposals: Provided that credit institutions admitted to trading on a regulated market shall, at least annually, notify the competent authority of the names of the shareholders and members possessi ng qualifying holdings and the sizes of such holdings as shown by the information received at the annual general meetings of shareholders and members or as a result of compliance with the regulations relating to companies admitted to trading on a regulated market or as requested by the competent authority. (6) If any person takes or decide s to take any action set out in sub-article (1) or (3) without notifying the competent authorit y or obtaining its approval in terms of article 13A, 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 credit institution from taking, or continuing with, such action; (b) declaring such action to b e void and of no effect; (c) requiring such person or cre dit institution to take such steps as may be necessary to restore the position existing immediately before the action was taken; (d) restraining such person or credit institution 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 credit institution from taking any similar action or any other action within the categories set out in s ub-articles (1) and (3). (7) 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 to the detriment of the sound and prudent management of the credit institution, the competent authority may exercise any of its po wers under this Act to put an end to such situation, including the p ower to issue directives as it may d eem reasonable in the circumstan ces. (8) The competent authority, may, by means of a Banking Rule issued under this Act indicate the circumstances when persons a re to be regarded as "acting in concert". Assessment procedure. Added by: XVII. 2009.18. Amended by: II. 2011.14; X. 2015.17; LXXI.2021.33.