Acquisition and holding of shares in a licensee

(1) No person shall, acting directly or indirectly, alone or acting together with one or more affiliates or relatives or related parties, acquire or hold any share in a local licensee– (a) who has had any judgment (including a consent judgment) made against him or any penalty or fine imposed upon him by any court or other competent judicial authority in any country in any matter involving fraud, deception, dishonesty or breach of trust; or (b) who is not a fit and proper person pursuant to section 5. (2) No person shall, acting directly or indirectly, alone or together with one or more affiliates or relatives or related parties, without prior written approval of the Central Bank, acquire– (a) more than ten percent of any class of voting shares of a local licensee; (b) exercise of control, in any manner, over any voting shares of a local licensee where such acquisition would give the person exercise of control over more than ten percent of (i) any class of voting shares; (ii) the total votes attached to all outstanding voting shares; or (c) control of a local licensee. (3) No person who has obtained the written approval of the Central Bank pursuant to paragraph (2)(a) or (c) shall increase 67 that shareholding, by ten percent or more of any class of voting shares without the prior written approval of the Central Bank. (4) Any person seeking written approval of the Central Bank pursuant to sub-section (2) or (3) shall submit to the Central Bank an application containing such information and in such form as the Central Bank may specify. (5) Upon acceptance of any application under this section, the Central Bank, in determining whether or not to grant its approval, shall make such investigations and inquiries as it deems necessary, and shall consider– (a) the terms and conditions of the proposed (b) the financial resources and history of the shareholder or proposed shareholder; (c) the financial condition and capitalization of the local licensee; (d) any proposed change in the business, corporate structure, or management, including the Board of Directors, of the local licensee; (e) the completeness and truthfulness of the information submitted by the shareholder or proposed shareholder; (f) whether the or proposed shareholder is a fit and proper person pursuant to section 5; (g) whether the Board of Directors of the shareholder or proposed shareholder are fit 68 (h) the identity of the ultimate beneficial owner of the shares and whether such owner is a fit and proper person; and (i) any other matters that the Central Bank deems appropriate. (6) The Central Bank may refuse to accept an application which does not contain all information required under sub- section (4). (7) The Central Bank may grant its approval under this section subject to such conditions as it deems fit and may at any time, add to, vary or revoke any condition. (8) Where the Central Bank is of the opinion that the interests of a group of two or more persons are so interrelated that they should be considered as a single unit, the total shareholdings in the local licensee of that group shall be combined and deemed to be the holdings of a single person for purposes of this section. (9) A person who has received the approval of the Central Bank under sub-section (7) shall at all times during which the person holds the investment, control or increased investment, continue to be a fit and proper person pursuant to section 5. (10) In every case where– (a) the provisions of sub-section (1), (2) or (3) have been violated, including through the acquisition of shares or other means of control in other corporate bodies, entities or business enterprises in or outside of Belize; (b) the information submitted in the application is false or misleading or incomplete; 69 (c) the “fit and proper person” requirements of this Act have not been satisfied or have ceased to be satisfied; (d) there is a contravention of any of the conditions imposed under sub-section (7); or (e) the Central Bank would not have granted its approval under this section had it been aware, at that time, of circumstances relevant to the shareholder’s application for such approval, the Central Bank may, by written directive, require the shareholder in question to divest all or a specified proportion of the shares held by that person in the local licensee. (11) The Central Bank shall notify the local licensee and the shareholder in writing of any divestment order that the Central Bank proposes to make under sub-section (10) and shall afford them an opportunity within fourteen days after the date of the notice, or within any longer period that the Central Bank may allow, to make representations to the Central Bank in relation to the matter. (12) Where the Central Bank is of the opinion that the public interest may be prejudiced by the shareholder continuing to exercise any shareholder rights attached to the shares to be divested (including, but not limited to, the right to attend or vote at meetings of the shareholders) during– (a) the period for making representations specified in sub-section (11); (b) the period preceding the decision of the Appeal Board where an appeal has been taken to the Appeal Board pursuant to sub-section (14); 70 (c) the period preceding the decision of the Supreme Court where an application has been made to the Supreme Court by the Central Bank pursuant to sub-section (16); or (d) the period preceding the decision of the Court of Appeal or the Caribbean Court of Justice where an appeal has been made to the Court of Appeal or the Caribbean Court of Justice against a decision of the Supreme Court made under sub-section (16), the Central Bank may make an order prohibiting the shareholder from exercising any such rights until final determination of the (13) The Central Bank shall without delay, notify the shareholder and the local licensee of a divestment order made under sub-section (10). The divestment order shall specify a reasonable period within which the shareholder shall take steps as are necessary to divest the shares. (14) The shareholder may appeal the matter to the Appeal Board within thirty days after the date of receipt of a notice of the divestment order under sub-section (13), or within any longer period that the Appeal Board may allow. (15) The Appeal Board may dismiss the appeal or set aside the divestment order. (16) In the event that a shareholder– (a) fails to appeal to the Appeal Board pursuant to sub-section (14) within the time period or any extension there of referred to in that sub- section; or 71 (b) has taken such an appeal to the Appeal Board, and the appeal has been dismissed, and the shareholder fails to comply with a divestment order made under sub-section (10), the Central Bank may, without prejudice to any other remedy available under this Act or any other law, apply to the Supreme Court for such Orders as may be necessary for enforcing the divestment order. (17) Without limiting the generality of sub-section (16), the Order of the Supreme Court may include an Order conferring on the Registrar of the Court authority to do any act or take any step necessary to secure compliance with the divestment order. (18) Any person who acquires– (a) any share of, (b) exercise of control over any share of, (c) a substantial investment in, or (d) a local licensee or increases a shareholding in a local licensee in contravention of this section, or does not comply with any condition of the Central Bank imposed under sub-section (7) or an order or directive of the Central Bank made under sub-section (10), commits an offence and is liable, in addition to any other penalty provided for in this Act or any other law, to pay on summary conviction a penalty not exceeding ten thousand dollars for every day the offence continues or to imprisonment for a term not exceeding six months, or to both such fine and term of imprisonment. (19) The authority conferred on the Central Bank under this section shall be in addition to and shall not derogate from any other authority, power or duty conferred on the Central Bank under this Act or any other law. (20) A local licensee shall by notice in writing require its registered shareholders to submit, within such time and in such form as may be specified by the local licensee, the names of the ultimate beneficial owners of the shares registered in their names. (21) Where a local licensee has reason to believe that the registered owner of any of its shares has transferred or agreed to transfer to any other person ownership or control of any of the rights associated with the shares (including, but not limited to, the right to attend or vote at meetings of shareholders), the local licensee may, by notice in writing, require any such shareholder or other person to submit to the local licensee within such time and in such form as may be specified– (a) a statement disclosing the particulars of any such transfer or agreement to transfer; and (b) copies or particulars of any agreement, transfer form, correspondence, writing or other document in the possession, control or knowledge of the person relative to such transfer or agreement to transfer. (22) Any person who fails to comply with the requirements of a notice issued under sub-section (20) or (21) or who provides inaccurate, incomplete or misleading or documentation in response thereto commits an offence and is liable, in addition to any other penalty provided for in this Act or any other law, to pay on summary conviction a penalty not exceeding ten thousand dollars for every day the offence continues or to imprisonment for a term not exceeding six months, or to both such fine and term of imprisonment. 73 (23) Where a penalty has been imposed under sub-section (22) and, in the absence of a stay of execution of the penalty by a competent authority or the proper filing of an appeal against the penalty, the fine has not been paid or the period of imprisonment commenced within 90 days of the imposition of the penalty, the Central Bank may apply to the Supreme Court for an order for the disposal of shares on such terms and conditions as the Supreme Court deems appropriate.