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(b)
a 12% controller;
(c)
a 20% controller; or
(d)
an indirect controller,
of an operator of a designated payment system without first applying for and obtaining the
approval of the Authority.
(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 of a designated payment system, without first applying for and obtaining the
approval of the Authority.
(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 of a designated
payment system 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 operator of a designated payment system; and
(c)
it is in the public interest to do so.
(4)
Any approval under subsection (3) 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 operator; or
(b)
restricting the person’s exercise of voting power in the operator,
and the Authority may at any time add to, vary or revoke any condition imposed under this
subsection.
(5)
Any condition imposed under subsection (4) has effect despite any provision of the
Companies Act (Cap. 50) or anything contained in the constitution of the operator of a
designated payment system.
(6)
Where the Authority refuses an application made by any person under subsection (1)
or (2), 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), to cease to be —
(i)
a substantial shareholder;
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(ii)
a 12% controller;
(iii)
a 20% controller; or
(iv)
an indirect controller,
of the operator of a designated payment system, as the case may be; or
(b)
in the case of subsection (2), to cease to be a party to the agreement or arrangement.
Objection to existing control of operator
61.—(1) The Authority may serve a written notice of objection on any person mentioned
in section 60(1) or (2) if the Authority is satisfied that —
(a)
any condition of approval imposed on the person under section 60(4) has not been
complied with;
(b)
it is no longer in the public interest to allow the person to continue to be —
(i)
a party to the agreement or arrangement described in section 60(2);
(ii)
a substantial shareholder of the operator of a designated payment system;
(iii)
a 12% controller of the operator of a designated payment system;
(iv)
a 20% controller of the operator of a designated payment system; or
(v)
an indirect controller of the operator of a designated payment system,
as the case may be;
(c)
the person has provided any false or misleading information or document in
connection with an application under section 60(1) or (2);
(d)
the person is no longer a fit and proper person in accordance with the Guidelines
on Fit and Proper Criteria;
(e)
having regard to the likely influence of the person, the operator of a designated
payment system is no longer likely to conduct its business prudently or to comply
with the provisions of this Act; or
(f)
it would not have been satisfied as to any of the matters specified in section 60(3)
had it been aware, at that time, of circumstances relevant to the person’s application
under section 60(1) or (2).
(2)
Before serving a written notice of objection under subsection (1), the Authority must,
unless the Authority decides that it is not practicable or desirable to do so, give the person —
(a)
a notice in writing of the Authority’s intention to serve the written notice of
objection; and
(b)
specify a date by which the person may make written representations with regard
to the proposed written notice of objection.
(3)
The Authority must consider any written representations it receives before the date
mentioned in subsection (2)(b) for the purpose of determining whether to issue a written notice
of objection.
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(4)
The Authority must, in any written notice of objection, specify a reasonable period
within which the person that has been served the written notice of objection must —
(a)
take such steps as are necessary to ensure that the person ceases to be a party to the
agreement or arrangement described in section 60(2), as the case may be;
(b)
cease to be —
(i)
a substantial shareholder;
(ii)
a 12% controller;
(iii)
a 20% controller; or
(iv)
an indirect controller,
of the operator of a designated payment system, as the case may be; or
(c)
comply with such direction as the Authority may make under section 62,
and the person must comply with that notice.
Power to make directions in this Division
62.—(1) If the Authority is satisfied that a person has contravened section 60(1), (2), (3)
or (7) or has failed to comply with any condition imposed under section 60(4), or if the
Authority has served a written notice of objection under section 61, the Authority may, by
notice in writing —
(a)
direct the transfer or disposal of all or any of the shares in the operator of a
designated payment system held by the person or any of the person’s associates
(called in this section the specified shares) within such time or subject to such
conditions as the Authority considers appropriate;
(b)
restrict the transfer or disposal of the specified shares; or
(c)
make such other direction as the Authority considers appropriate.
(2)
In the case of any direction made under subsection (1)(a) or restriction made under
subsection (1)(b), until a transfer or disposal is effected in accordance with the direction or
until the restriction on the transfer or disposal is removed, as the case may be —
(a)
no voting rights may be exercised in respect of the specified shares unless the
Authority expressly permits such rights to be exercised;
(b)
no shares of the operator of a designated payment system may be issued or offered
(whether by way of rights, bonus or otherwise) in respect of the specified shares
unless the Authority expressly permits such issue or offer; and
(c)
except in a liquidation of the operator of a designated payment system, no payment
may be made by the operator of a designated payment system any amount (whether
by way of dividends or otherwise) in respect of the specified shares unless the
Authority expressly authorises such payment.
(3)
Subsection (2) has effect despite any provision of the Companies Act (Cap. 50) or
anything contained in the constitution of the operator of a designated payment system.
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