Cap. 590 чл. 28Participation in a licence holder, mergers, reconstructions, divisions and changes in capital or voting rights.

(1) Notwithstanding anything contained in any other law, the consent of the competent authority given in writing shall be required before a person may lawfully -

(a) acquire, directly or indirectly, a qualifying holding in a licence holder;

(b) increase, directly or indirectly, an existing holding which is not a qualifying holding so as to cause it to become a qualifying holding in a licence holder;

(c) further increase, directly or indirectly, such qualifying holding in a licence holder as a result of which the proportion of the voting rights or of the capital held would reach or exceed twenty per cent (20%), thirty per cent (30%) or fifty per cent (50%) or so, so that the licence holder, where a company, would become its subsidiary;

(d) dispose, directly or indirectly, of a qualifying holding in a licence holder;

(e) reduce, directly or indirectly, a qualifying holding so as to cause it to cease to be a qualifying holding; or

(f) reduce, directly or indirectly, a qualifying holding so that the proportion of the voting rights or of the capital held would fall below twenty per cent (20%), thirty per cent (30%) or fifty per cent (50%) or so, so that the licence holder, where a company, would cease to be its subsidiary.

(2) Without prejudice to the other provisions of this Act and notwithstanding anything contained in any other law, and without prejudice to sub-article (1), the consent of the competent authority given in writing shall be required before a licence holder may lawfully -

(a) sell or dispose of its business or any significant part thereof;

(b) merge with any other company, whether licensed under this Act or not:

Provided that for the purposes of this sub-article, no merger with a company that requires registration or any other kind of authorisation whatsoever by the competent authority under any Maltese law, other than this Act, or which holds any other equivalent authorisation by a European or overseas regulatory authority shall be permissible under this Act;

(c) undergo any reconstruction or division; or

(d) increase or reduce its capital or effect any material change in voting rights.

(3) It shall be the duty of all members of the board of administration of a licence holder to notify the competent authority immediately upon becoming aware that such person or licence holder intends to take any of the actions set out in sub-articles (1) and (2).

(4) Upon receipt of such notification or receipt of such information as the competent authority may lawfully require, whichever is the later, the competent authority shall issue a notice -

(a) granting unconditional consent to the taking of the action; or

(b) granting consent to the taking of the action subject to such conditions as the competent authority may deem appropriate; or

(c) refusing consent to the taking of the action, and if it refuses to grant consent, it shall inform the person or the licence holder concerned in writing for the reason for its refusal.

(5) In assessing the notification and the information referred to in this article, the competent authority shall, in order to ensure the sound and prudent management of the licence holder in which an acquisition is proposed, and having regard to the likely influence of the proposed acquirer on the licence holder, assess the suitability of the proposed acquirer and the financial soundness of the proposed acquisition in accordance with the following criteria:

(a) the reputation of the proposed acquirer;

(b) the reputation, knowledge, skills and experience, as set out in article 24(1)(a), of any member of the board of directors and any member of senior management who will direct the business of the licence holder as a result of the proposed acquisition;

(c) the financial soundness of the proposed acquirer, in particular in relation to the type of business pursued and envisaged in the licence holder in which the acquisition is proposed;

(d) whether the licence holder will be able to comply and continue to comply with the prudential requirements based on this Act and any regulations made and rules issued thereunder and, where applicable, other European Union laws, including whether the group of which it will become a part has a structure that makes it possible to exercise effective supervision, effectively exchange information among the competent authority and the overseas regulatory authorities and determine the allocation of responsibilities among the competent authority and the overseas regulatory authorities;

(e) whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing within the meaning of Article 1 of Directive 2015/849/EU is being or has been committed or attempted, or that the proposed acquisition could increase the risk thereof.

(6) If any person or any licence holder takes or decides to take any action set out in sub-article (1) or (2) without obtaining the consent of the competent authority, then, without prejudice to any other penalty which may be imposed under this Act, the competent authority shall have the power to make an order:

(a) restraining such person or licence holder from taking, or continuing with, such action;

(b) declaring such action to be null and void;

(c) requiring such person or licence holder to take such steps as may be necessary to restore the position existing immediately before the action was taken;

(d) restraining such person or licence holder from exercising any rights which such action would, if lawful, have conferred upon them; or

(e) restraining such person or licence holder from taking any similar action or any other action within the categories set out in sub-articles (1) and (2).