Section 19
of Securities Markets Order, 2013
Section 19
(1)
In this Part, "controller" means, in relation to a regulated person, a person who falls within any of the cases in subsection (2).
1249
(2)
The cases are where the person -
(a}
holds 10 percent or more of the shares in the regulated person;
(b}
is able to exercise significant influence over the management of the regulated person by virtue of his shareholding in the regulated person;
{c}
holds 10 percent or more of the shares in a parent undertaking of the regulated person;
(d)
is able to exercise significant influence over the management of the parent undertaking by virtue of his shareholding in the parent undertaking;
(e)
is entitled to exercise, or control the exercise of, 10 percent or more of the voting power in the regulated person;
(f)
is able to exercise significant influence over the management of the regulated person by virtue of his voting power in the regulated person;
(g)
is entitled to exercise, or control the exercise of, 10 percent or more of the voting power in the parent undertaking; or
(h)
is able to exercise significant influence over the management of the parent undertaking by virtue of his voting power in the parent undertaking.
(3)
In subsection (2), "person" means -
(a)
the person;
(b)
any of the person's associates; or
(c)
the person and any of his associates.
(4)
"Associate", in relation to a person holding shares in an undertaking, or entitled to exercise or control the exercise of voting power in relation to another undertaking, means -
(a)
the spouse of the person holding shares in an undertaking;
(b)
a child or stepchild of the person holding shares in the undertaking
(if he is under 18 years old);
(c)
the trustee of any settlement under which the person holding shares in the undertaking has a life interest in possession;
(d)
an undertaking of which the person holding shares m the undertaking is a director;
(e)
a person who is an employee or partner of the person holding shares in the undertaking;
(f)
where the person holding share in the undertaking is
(iJ a director of that undertaking;
{ii)
a subsidiary undertaking of that undertaking; or 1250
{iii)
a director or employee of such a subsidiary undertaking; and
{g) if that undertaking has an agreement or arrangement with any other person with respect to the acquisition, holding or disposal of shares or other interests in an undertaking or a person who is entitled to exercise or control the exercise of voting power in relation to another undertaking or under which they agree to act together in exercising their voting power in relation to such respective undertaking, that other person.
(5)
"Settlement", in subsection
(4)
{c), includes any disposition or arrangement under which property is held on' trust (or subject to a comparable obligation).
(6)
"Shares" -
fa) in relation to an undertaking with a share capital, means allotted shares;
{b)
in relation to an undertaking with capital but no share capital means rights tq share in the capital of the undertaking;
{c)
in relation to an undertaking without capital, means interests-
(i)
conferring any right to share in the profits, or liability to contribute to the losses, of the undertaking; or
{ii)
giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.
(7)
"Voting power", in relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights, means the right under the constitution of the undertaking to direct the overall policy of the undertaking or alter the terms of its constitution.
Specific classes of investors.