§ 59 — Control of shareholding in operator

59.—(1) A person must not become —(a)

a 5% controller;

(b)

a 12% controller;

(c)

a 20% controller; or

(d)

an indirect controller,

of an operator without first applying for and obtaining the approval of the Authority under subsection (3).

(2) A person must not enter into any agreement or arrangement (whether oral or in writing and whether express or implied) to act together with any other person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interests in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in an operator, without first applying for and obtaining the approval of the Authority under subsection (3).

(3) The Authority may approve an application made by any person under subsection (1) or (2) if the Authority is satisfied that —(a)

having regard to the likely influence of the person, the operator will or will continue to conduct its business prudently and comply with the provisions of this Act;

(b)

in the case of an application made under subsection (1), the person is, under the Guidelines on Fit and Proper Criteria, a fit and proper person to be a 5% controller, a 12% controller, a 20% controller or an indirect controller (as the case may be) of the operator;

(c)

in the case of an application made under subsection (2), the person is, under the Guidelines on Fit and Proper Criteria, a fit and proper person to be a party to the agreement or arrangement; and

(d)

it is in the public interest to do so.

(4) An approval under subsection (3) may be granted to any person subject to such conditions as the Authority may impose, including but not limited to —(a)

any condition restricting the person’s disposal or further acquisition of shares or voting power in the operator; and

(b)

any condition restricting the person’s exercise of voting power in the operator.

(5) The Authority may at any time add to, vary or revoke any condition that is imposed under subsection (4) or this subsection.

(6) Any condition imposed under subsection (4) or (5) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the operator.

(7) Where the Authority refuses an application made by any person under subsection (1) or (2), the person must, within such period as the Authority may specify by written notice, take such steps (as soon as practicable after the refusal) as are necessary —(a)

in the case of an application under subsection (1) for approval to be a 5% controller or a 12% controller of an operator, to cease to be a 5% controller or a 12% controller (as the case may be) of the operator;

(b)

in the case of an application under subsection (1) for approval to be a 20% controller or an indirect controller of an operator, to cease to be a 20% controller or an indirect controller (as the case may be) of the operator; or

(c)

in the case of an application made under subsection (2), to cease to be a party to the agreement or arrangement.

—(1) A person must not become —(a)

a 5% controller;

(b)

a 12% controller;

(c)

a 20% controller; or

(d)

an indirect controller,

of an operator without first applying for and obtaining the approval of the Authority under subsection (3).

(2) A person must not enter into any agreement or arrangement (whether oral or in writing and whether express or implied) to act together with any other person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interests in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in an operator, without first applying for and obtaining the approval of the Authority under subsection (3).

(3) The Authority may approve an application made by any person under subsection (1) or (2) if the Authority is satisfied that —(a)

having regard to the likely influence of the person, the operator will or will continue to conduct its business prudently and comply with the provisions of this Act;

(b)

in the case of an application made under subsection (1), the person is, under the Guidelines on Fit and Proper Criteria, a fit and proper person to be a 5% controller, a 12% controller, a 20% controller or an indirect controller (as the case may be) of the operator;

(c)

in the case of an application made under subsection (2), the person is, under the Guidelines on Fit and Proper Criteria, a fit and proper person to be a party to the agreement or arrangement; and

(d)

it is in the public interest to do so.

(4) An approval under subsection (3) may be granted to any person subject to such conditions as the Authority may impose, including but not limited to —(a)

any condition restricting the person’s disposal or further acquisition of shares or voting power in the operator; and

(b)

any condition restricting the person’s exercise of voting power in the operator.

(5) The Authority may at any time add to, vary or revoke any condition that is imposed under subsection (4) or this subsection.

(6) Any condition imposed under subsection (4) or (5) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the operator.

(7) Where the Authority refuses an application made by any person under subsection (1) or (2), the person must, within such period as the Authority may specify by written notice, take such steps (as soon as practicable after the refusal) as are necessary —(a)

in the case of an application under subsection (1) for approval to be a 5% controller or a 12% controller of an operator, to cease to be a 5% controller or a 12% controller (as the case may be) of the operator;

(b)

in the case of an application under subsection (1) for approval to be a 20% controller or an indirect controller of an operator, to cease to be a 20% controller or an indirect controller (as the case may be) of the operator; or

(c)

in the case of an application made under subsection (2), to cease to be a party to the agreement or arrangement.