Section 14
of Securities Markets Order, 2013
Section 14
(1)
The powers conferred by this section are exercisable if a person has acquired, or has continued to hold, any shares in contravention of
(a)
a notice of objection; or
(b)
a cond~tion imposed on the Authority's approvaL
(2)
The Authority may by notice in writing served on the person concerned
(a restriction notice) direct that any such shares that are specified in the notice are, until further notice, subject to one or more of the following restrictions
(a)
a transfer of (or agreement to transfer) those shares, or in the case of unissued shares any transfer of (or agreement to transfer) the right to be issued with them, is void;
(b)
no voting rights are to be exercisable in respect of the shares;
(c)
no further shares are to be issued in right of them or in pursuance of any offer made to their holder;
(d)
except in a liquidation, no payment is to be made of any sums due from the person on the shares, whether in respect of capital or otherwise.
{3)
The Court may, on the application of the Authority, order the sale of any shares to which this section applies and, if they are for the time being subject to any restriction under subsection {2), that they are to cease to be subject to that restriction.
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(4)
No order may be made under subsection (3)
(a)
until the end of the period within which a reference may be made to the Panel in respect of the notice of objection; and
(b)
if a reference is made, until the matter has been determined or until the reference is withdrawn.
(5)
If an order has been made under subsection (3). the Court may, on the application of the Authority, make such further order relating to the sale or transfer of the shares as it thinks fit.
(6)
If shares are sold in pursuance of an order under this section, the proceeds of sale, less the costs of the sale, must be paid into Court for the benefit of the persons beneficially interested in them, and any such person may apply to the Court for the whole or part of the proceeds to be paid to him.
(7)
This section applies -
(a}
in the case of an acquirer falling within section 3(1), to all the shares-
(i)
in the regulated person which the acquirer has acquired;
(ii)
that are held by him or his associate; and
(iii)
that were not so held immediately before he became a person with control over the regulated person;
(b}
in the case of an acquirer falling within section 3(2), to all the shares held by him or his associate at the time when he first became aware that he had acquired control over the regulated person; and
(c)
to all the shares in an undertaking
(i)
that are held by the acquirer or his associate; and
(ii)
that were not so held before the acquirer became a person with control in relation to the regulated person, where the undertaking is the undertaking in which shares were acquired by the acquirer or his associate and, as a result, he became a person with control in relation to that regulated person.
(8)
A copy of the restriction notice must be served on-
(a} the regulated person on to whose shares it relates; and
(b}
if it relates to shares held by an associate of that regulated person, on that associate.
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Reducing control procedure.