s 40 Control of shareholding in licensed credit bureau
40.—(1) A person must not become —(a) a substantial shareholder; (b) a 12% controller; (c) a 20% controller; or (d) an indirect controller, of a licensed credit bureau without first applying for and obtaining the approval of the Authority. (2) Subject to subsection (8), a person that, immediately before 31 May 2021, is —(a) a substantial shareholder; (b) a 12% controller; (c) a 20% controller; or (d) an indirect controller, of a licensed credit bureau must not continue to be such a shareholder or controller unless the person has, within 6 months after that date or such longer period as the Authority may allow, applied to the Authority for approval to continue to be such a shareholder or controller. (3) 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 a licensed credit bureau, without first applying for and obtaining the approval of the Authority. (4) Subject to subsection (8), a person that, at any time before 31 May 2021, has entered into any agreement or arrangement mentioned in subsection (3) must not continue to be a party to such an agreement or arrangement unless the person has, within 6 months after that date or any longer period that the Authority may allow, applied to the Authority for approval to continue to be a party to such an agreement or arrangement. (5) The Authority may approve an application made by any person under subsection (1), (2), (3) or (4) if the Authority is satisfied that —(a) having regard to the likely influence of the person, the licensed credit bureau will or will continue to conduct its business prudently and comply with the provisions of this Act; (b) the person is, in accordance with the Guidelines on Fit and Proper Criteria, a fit and proper person to be a substantial shareholder, a 12% controller, a 20% controller or an indirect controller of the licensed credit bureau; and (c) it is in the public interest to do so. (6) Any approval under subsection (5) may be granted to any person subject to such conditions as the Authority may impose, including but not limited to any condition —(a) restricting the person’s disposal or further acquisition of shares or voting power in the licensed credit bureau; or (b) restricting the person’s exercise of voting power in the licensed credit bureau, and the Authority may at any time add to, vary or revoke any condition imposed under this subsection. (7) Any condition imposed under subsection (6) has effect despite any provision of the Companies Act 1967 or anything contained in the licensed credit bureau’s constitution. (8) Where the Authority refuses an application made by any person under subsection (1), (2), (3) or (4), the person must, within such time as the Authority may specify, take such steps (as soon as practicable after the refusal) that are necessary —(a) in the case of subsection (1) or (2), to cease to be —(i) a substantial shareholder; (ii) a 12% controller; (iii) a 20% controller; or (iv) an indirect controller, of the licensed credit bureau, as the case may be; or (b) in the case of subsection (3) or (4), to cease to be a party to the agreement or arrangement.