Money Services Business Act 2011 · s 32

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32.
Shareholders of licensee
(1)
A licensee shall not allow any of its shares to be acquired by any person unless such person fulfils the minimum criteria of a
“fit and proper” person as the Bank may prescribe.
(2)
A licensee shall obtain the prior written approval of the Bank for any new substantial shareholder.
(3)
The Bank shall have full discretion to determine whether a person has fulfilled the minimum criteria of a “fit and proper” person under subsection (1).
(4)
Where any shareholder fails to fulfil the minimum criteria of a
“fit and proper” person as the Bank may prescribe during the course of the money services business, the licensee shall inform the Bank in writing of such fact as soon as possible and the shareholder shall dispose of his shareholding in the licensee as soon as possible.
(5)
For the purposes of this section—

38                                          Laws of Malaysia
(a) “shareholder” includes any person acting in concert with the shareholder; and
(b) “person acting in concert” means a person who has entered into an agreement or arrangement to—
(i) acquire jointly or severally interests in shares in a corporation for the purpose of obtaining or consolidating control of that corporation; or
(ii) act jointly for the purpose of exercising control over a corporation by means of interests in shares of that corporation already held by them jointly or severally, and without prejudice to the generality of this paragraph, the following persons shall be presumed to be a person acting in concert unless the contrary is established:
(A) a corporation and its related and associate corporations;
(B) a corporation and any of its directors, or the parent, child, brother or sister of any of its directors, or the spouse of any such director or of any such relative, for any related trust;
(C) a corporation and any pension fund established by it;
(D) a person and any investment company, unit trust or other fund whose investments such person manages on a discretionary basis; or
(E) a financial adviser and its client which is a corporation, where the financial adviser manages on a discretionary basis the funds of its client and has ten per centum or more interest in the shares of the client.

Money Services Business                                      39
(6)
A licensee who contravenes subsection (1), (2) or (4) commits an offence.

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s 32Shareholders of licensee

(1)

A licensee shall not allow any of its shares to be acquired by any person unless such person fulfils the minimum criteria of a

“fit and proper” person as the Bank may prescribe.

(2)

A licensee shall obtain the prior written approval of the Bank for any new substantial shareholder.

(3)

The Bank shall have full discretion to determine whether a person has fulfilled the minimum criteria of a “fit and proper” person under subsection (1).

(4)

Where any shareholder fails to fulfil the minimum criteria of a

“fit and proper” person as the Bank may prescribe during the course of the money services business, the licensee shall inform the Bank in writing of such fact as soon as possible and the shareholder shall dispose of his shareholding in the licensee as soon as possible.

(5)

For the purposes of this section—

38 Laws of Malaysia

(a)

“shareholder” includes any person acting in concert with the shareholder; and

(b)

“person acting in concert” means a person who has entered into an agreement or arrangement to—

(i)

acquire jointly or severally interests in shares in a corporation for the purpose of obtaining or consolidating control of that corporation; or

(ii)

act jointly for the purpose of exercising control over a corporation by means of interests in shares of that corporation already held by them jointly or severally, and without prejudice to the generality of this paragraph, the following persons shall be presumed to be a person acting in concert unless the contrary is established:

(A)

a corporation and its related and associate corporations;

(B)

a corporation and any of its directors, or the parent, child, brother or sister of any of its directors, or the spouse of any such director or of any such relative, for any related trust;

(C)

a corporation and any pension fund established by it;

(D)

a person and any investment company, unit trust or other fund whose investments such person manages on a discretionary basis; or

(E)

a financial adviser and its client which is a corporation, where the financial adviser manages on a discretionary basis the funds of its client and has ten per centum or more interest in the shares of the client.

Money Services Business 39

(6)

A licensee who contravenes subsection (1), (2) or (4) commits an offence.