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Location: Central Bank of Bahrain Volume 6—Capital Markets > Part A > Institutions > MAE — Markets and Exchanges > MAE-5 Matters Requiring Approval of CBB > MAE-5.2 Application and Criteria for Approval to Acquire Substantial Shareholding > MAE-5.2.1
  • MAE-5.2 Application and Criteria for Approval to Acquire Substantial Shareholding

    • MAE-5.2.1

      Any personG applying for approval under MAE-5.1.1 shall submit to the CBB a written application that sets out:

      (a) The name of the applicant;
      (b) In the case where the applicant is a company:
      (i) Its place of incorporation;
      (ii) Its substantial shareholders;
      (iii) Its directors and chief executive officer; and
      (iv) Its principal business.
      (c) In the case where the applicant is a natural personG :
      (i) His nationality;
      (ii) His principal occupation; and
      (iii) His directorships;
      (d) All the companies in which the applicant has a substantial shareholding;
      (e) The percentage of shareholding and voting power that the applicant has in the licensed exchangeG ;
      (f) The percentage of shareholding and voting power the applicant is seeking to have in the licensed exchangeG ;
      (g) The reasons for making the application;
      (h) The mode and structure, as appropriate, under which the increase in shareholding would be carried out;
      (i) Whether the applicant will seek representation on the board of directors of the licensed exchangeG ; and
      (j) Any other information that may facilitate the determination of the CBB as to whether the applicant is a fit and proper personG for the purposes of Paragraph MAE-5.2.3 (a).
      Amended: April 2013

    • MAE-5.2.2

      The CBB may require the applicant to furnish it with such information or documents as the CBB considers necessary in relation to the application and the applicant shall furnish such additional information or documents as required by the CBB.

    • MAE-5.2.3

      The CBB may approve an application made under Paragraph MAE-5.2.1 of this Module if the CBB is satisfied that:

      (a) The applicant is a fit and proper personG to be a substantial shareholder;
      (b) Having regard to the applicant's likely influence, the licensed exchangeG will or will continue to conduct its business prudently and in compliance with the provisions of this Module; and
      (c) It would not be contrary to the interests of the public to do so.
      Amended: April 2016

    • MAE-5.2.4

      The CBB may, for the purposes of securing compliance with Paragraphs MAE-5.1.1 or MAE-5.2.2, or any condition or restriction imposed under Paragraph MAE-5.2.5, by notice in writing direct the transfer or disposal of all or any of the shares of a licensed exchangeG in which a substantial shareholder of the licensed exchangeG has an interest.

    • MAE-5.2.5

      Until a personG to whom a direction has been issued under Paragraph MAE-5.2.4 transfers or disposes of the shares which are subject to the direction and notwithstanding anything to the contrary, the Memorandum or Articles of Association or other constituent document or documents of the licensed exchangeG :

      (a) No voting rights shall be exercisable in respect of the shares which are the subject of the direction;
      (b) The licensed exchangeG shall not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares which are the subject of the direction; and
      (c) Except in liquidation of the licensed exchangeG , the licensed exchangeG shall not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares which are the subject of the direction.

    • MAE-5.2.6

      Any issue of shares by a licensed exchangeG in contravention of Paragraph MAE-5.2.5 (b) shall be deemed to be null and void, and a personG to whom a direction has been issued under Paragraph MAE-5.2.4 shall immediately return those shares to the licensed exchangeG , upon which the licensed exchangeG shall return to the personG any payment received from him in respect of those shares.

    • MAE-5.2.7

      Any payment made by a licensed exchangeG in contravention of Paragraph MAE-5.2.5 (c) shall be deemed to be null and void, and a personG to whom a direction has been issued under Paragraph MAE-5.2.4 shall immediately return the payment he has received to the licensed exchangeG .

    • MAE-5.2.8

      The CBB may exempt:

      (a) Any personG or class of personsG ; or
      (b) Any class or description of shares or interests in shares;

      from the requirement under paragraph MAE-5.2.1 or MAE-5.2.2, subject to such conditions or restrictions as may be imposed by the CBB.

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