Section 40

a person (called in this section the specified person) —

becomes a 12% controller or 30% controller of a designated telecommunication licensee, designated business trust or designated trust;

acquires any business (of a designated telecommunication licensee, designated business trust or designated trust) that is conducted pursuant to a telecommunication licence granted under section 5, or any part of any such business, as a going concern; or

obtains effective control over a designated telecommunication licensee, designated business trust or designated trust; and

the Authority is satisfied that —

the specified person has thereby contravened section 38(5), (6) or (7);

any condition of approval imposed by the Authority on the specified person when granting its written approval under section 38(5), (6) or (7) has not been complied with;

the specified person has furnished false or misleading information or documents in connection with the person’s application for written approval under section 38(5), (6) or (7);

the Authority would not have granted its written approval under section 38(5), (6) or (7) had it been aware, at the time the approval was granted, of any matter relevant to the specified person’s application for such approval; or

the applicable matter referred to in paragraph (a)(i), (ii) or (iii) is likely to substantially lessen competition or is against the public interest.

direct the designated telecommunication licensee to do all or any of the following:

to restrict the exercise of all or any of the voting rights in respect of the shares which the specified person holds, or which the specified person and the specified person’s associates together hold, in the designated telecommunication licensee (called in this section the specified shares), or to restrict the exercise of the voting power which the specified person controls, or which the specified person and the specified person’s associates together control, in the designated telecommunication licensee, unless the Authority expressly permits such rights or power to be exercised;

to restrict the issuance or offer of shares in the designated telecommunication licensee (whether by way of rights, bonus or otherwise) in respect of the specified shares, unless the Authority expressly permits such issue or offer;

except in a liquidation of the designated telecommunication licensee, to restrict the payment of any amount (whether by way of dividends or otherwise) in respect of the specified shares, unless the Authority expressly authorises such payment subject to such conditions as the Authority may specify;

direct the trustee-manager of the designated business trust to do all or any of the following:

to restrict the exercise of all or any of the voting rights in respect of the units which the specified person holds, or which the specified person and the specified person’s associates together hold, in the designated business trust (called in this section the specified units), or to restrict the exercise of the voting power which the specified person controls, or which the specified person and the specified person’s associates together control, in the designated business trust, unless the Authority expressly permits such rights or power to be exercised;

to restrict the issuance or offer of units in the designated business trust (whether by way of rights, bonus or otherwise) in respect of the specified units, unless the Authority expressly permits such issue or offer;

except in a winding up of the designated business trust, to restrict the payment of any amount (whether by way of profits, income or otherwise) in respect of the specified units, unless the Authority expressly authorises such payment subject to such conditions as the Authority may specify;

direct the trustee of the designated trust to do all or any of the following:

to restrict the exercise of all or any of the voting rights in respect of the equity interests which the specified person holds, or which the specified person and the specified person’s associates together hold, in the designated trust (called in this section the specified equity interests), or to restrict the exercise of the voting power which the specified person controls, or which the specified person and the specified person’s associates together control, in the designated trust, unless the Authority expressly permits such rights or power to be exercised;

to restrict the issuance or offer of equity interests in the designated trust (whether by way of rights, bonus or otherwise) in respect of the specified equity interests, unless the Authority expressly permits such issue or offer;

except in a winding up of the designated trust, to restrict the payment of any amount (whether by way of profits, income or otherwise) in respect of the specified equity interests, unless the Authority expressly authorises such payment subject to such conditions as the Authority may specify;

direct the specified person, or any associate of the specified person, to transfer or dispose of all or any part of the specified shares, specified units or specified equity interests (as the case may be) within such time as the Authority may determine and subject to such conditions as the Authority considers appropriate;

direct the specified person to transfer or dispose of all or any part of the business or part thereof that is conducted pursuant to a telecommunication licence granted under section 5, and that is acquired from the designated telecommunication licensee, designated business trust or designated trust as a going concern, within such time as the Authority may determine and subject to such conditions as the Authority considers appropriate;

direct the specified person to relinquish effective control over the designated telecommunication licensee, designated business trust or designated trust, within such time as the Authority may determine and subject to such conditions as the Authority considers appropriate.

the Business Trusts Act 2004, the Companies Act 1967, the Limited Liability Partnerships Act 2005 and the Trustees Act 1967;

anything in any listing rules as defined in section 2(1) of the Securities and Futures Act 2001; and

the provisions of the memorandum or articles of association, trust deed or other constitution of the designated telecommunication licensee, designated business trust or designated trust.

where any direction is issued under subsection (2)(a), unless the direction is suspended or revoked —

the voting rights in respect of the specified shares, and the voting power which the specified person controls, or which the specified person and the specified person’s associates together control, in the designated telecommunication licensee, are not exercisable unless the Authority expressly permits such rights or power to be exercised;

no shares in the designated telecommunication licensee are to be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares, unless the Authority expressly permits such issue or offer; and

except in a liquidation of the designated telecommunication licensee, no amount is to be paid (whether by way of dividends or otherwise) in respect of the specified shares, unless the Authority expressly authorises such payment;

where any direction is issued under subsection (2)(b), unless the direction is suspended or revoked —

the voting rights in respect of the specified units, and the voting power which the specified person controls, or which the specified person and the specified person’s associates together control, in the designated business trust, are not exercisable unless the Authority expressly permits such rights or power to be exercised;

no units in the designated business trust are to be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified units, unless the Authority expressly permits such issue or offer; and

except in a winding up of the designated business trust, no amount is to be paid (whether by way of profits, income or otherwise) in respect of the specified units, unless the Authority expressly authorises such payment; or

where any direction is issued under subsection (2)(c), unless the direction is suspended or revoked —

the voting rights in respect of the specified equity interests, and the voting power which the specified person controls, or which the specified person and the specified person’s associates together control, in the designated trust, are not exercisable unless the Authority expressly permits such rights or power to be exercised;

no equity interests in the designated trust are to be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified equity interests, unless the Authority expressly permits such issue or offer; and

except in a winding up of the designated trust, no amount is to be paid (whether by way of profits, income or otherwise) in respect of the specified equity interests, unless the Authority expressly authorises such payment.

in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or

in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.

a designated telecommunication licensee mentioned in subsection (2)(a);

a trustee‑manager of the designated business trust mentioned in subsection (2)(b); or

a trustee of the designated trust mentioned in subsection (2)(c).[32D