s 36 Control of shareholdings and voting power in broadcasting companies
36.—(1) A person must not, on or after 2 September 2002, become —(a) a 12% controller; or (b) an indirect controller, of a broadcasting company without first obtaining the approval of the Minister. (2) Subject to section 37(4), a person who, immediately before 2 September 2002, is —(a) a 12% controller; or (b) an indirect controller, of a broadcasting company must not continue to be such a controller unless the person has, within 6 months after 2 September 2002 or any longer period that the Minister may allow, applied to the Minister for approval to continue to be such a controller. (3) In subsections (1)(a) and (2)(a), “12% controller” means a person who alone or together with the person’s associates —(a) holds at least 12% of the shares in the broadcasting company; or (b) is in a position to control voting power of at least 12% in the broadcasting company. (3A) In subsection (3), where the broadcasting company concerned is a broadcasting holding company that is an umbrella VCC whose holding in or control of a company which holds a relevant licence by virtue of which that company is a subsidiary of the umbrella VCC, is attributable to one or more of its sub-funds —(a) the reference to the shares in a broadcasting company is to the shares in the umbrella VCC that are issued in respect of that sub-fund or those sub-funds; and (b) the reference to voting power in a broadcasting company is to the voting power in the umbrella VCC that is exercisable in respect of that sub-fund or those sub-funds.[S 26/2022 wef 13/01/2022] (4) For the purposes of subsections (3) and (3A) —(a) a person holds a share if —(i) the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or (ii) the person otherwise has a legal or an equitable interest in that share except for any interest that is to be disregarded under section 7(6) to (10) of the Companies Act 1967; (b) a reference to the control of a percentage of the voting power in a broadcasting company is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the broadcasting company; and (c) a person (A) is an associate of another person (B) if —(i) A is the spouse or a parent, step-parent or remoter lineal ancestor, or a son, stepson, daughter, stepdaughter or remoter issue, or a brother or sister, of B; (ii) A is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B, or where B is a corporation, of the directors of B; (iii) B is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A, or where A is a corporation, of the directors of A; (iv) A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B; (v) B is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A; (vi) A is a related corporation of B; (vii) A is a corporation in which B, alone or together with other associates of B as described in sub‑paragraphs (ii) to (vi), is in a position to control at least 20% of the voting power in A; (viii) B is a corporation in which A, alone or together with other associates of A as described in sub‑paragraphs (ii) to (vi), is in a position to control at least 20% of the voting power in B; or (ix) A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their voting power in relation to, the broadcasting company.[S 26/2022 wef 13/01/2022] (4A) The application of subsection (4)(a) in relation to any share in a VCC is subject to the following modifications:(a) paragraph (ca) of section 7(9) of the Companies Act 1967 does not apply; (b) a book-entry security is treated as an interest in a share; (c) a person that is a subsidiary of a VCC does not have an interest in the shares of the VCC by reason only that that interest is purchased or otherwise acquired by the subsidiary under section 22(6) or (11) of the VCC Act.[S 26/2022 wef 13/01/2022] (5) In subsections (1)(b) and (2)(b), “indirect controller” means any person, whether acting alone or together with any other person and whether with or without holding shares or controlling voting power in a broadcasting company —(a) in accordance with whose directions, instructions or wishes the directors of the broadcasting company are accustomed or under an obligation, whether formal or informal, to act; or (b) who is in a position to determine the policy of the broadcasting company, but does not include any person — (c) who is a director or other officer of the broadcasting company whose appointment has been approved by the Authority; or (d) in accordance with whose directions, instructions or wishes the directors of the broadcasting company are accustomed to act by reason only that they act on advice given by the person in the person’s professional capacity.