Clause 9

Subject to subsection (5), a person must not, without obtaining the prior written approval of the Authority to do so, become, whether through a series of transactions over a period of time or otherwise, a 30% controller of a regulated person.(2) Subject to subsection (5), a person must not, without obtaining the prior written approval of the Authority to do so, acquire any business of a regulated person that is conducted pursuant to a broadcasting licence or newspaper permit, or any part of any such business, as a going concern.(3) Subject to subsection (5), a person must not, without obtaining the prior written approval of the Authority to do so, obtain effective control over a regulated person.(4) An application for the written approval of the Authority under subsection (1), (2) or (3) —

must be made in such form and manner as the Authority may determine; and

must be supported by such information as the Authority may require.(5) Any person may, without obtaining the prior written approval of the Authority to do so, do any thing mentioned in subsection (1), (2) or (3), if the doing of that thing occurs by virtue only of any transaction prescribed for the purposes of this subsection.(6) A regulated person, the trustee‑manager of a regulated person which is a business trust, or the trustee of a regulated person which is a trust (other than a business trust), must give written notice to the Authority, within 7 days after first becoming aware of the event, in the event that any person, by virtue only of any transaction prescribed for the purposes of subsection (5) —

becomes, whether through a series of transactions over a period of time or otherwise, a 30% controller of the regulated person;

acquires any business of the regulated person that is conducted pursuant to a broadcasting licence or newspaper permit, or any part of any such business, as a going concern; or

obtains effective control over the regulated person.(7) If a person contravenes subsection (1), (2) or (3), or any condition imposed by the Authority when granting approval under any of these provisions, the Authority may issue a direction to the person under section 65A.(8) Any trustee-manager of a regulated person which is a business trust, or trustee of a regulated person which is a trust (other than a business trust), which contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.(9) Subsection (8) does not apply to a trustee‑manager or trustee of the business trust or trust being regulated where the regulated person is the trustee‑manager or trustee.Power to issue directions relating to control of regulated persons65A.—

Without limiting section 66, the Authority may issue a direction under this section if —

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

becomes or is a 30% controller of a regulated person;

acquires or owns any business that is conducted pursuant to a broadcasting licence or newspaper permit, or any part of any such business, as a going concern; or

obtains or has effective control over a regulated person; and

the Authority is satisfied that —

the specified person has contravened section 65(1), (2) or (3) or any condition imposed by the Authority when granting written approval under any of those provisions;

the specified person has provided false or misleading information or documents in connection with the person’s application for written approval under section 65(1), (2) or (3);

the Authority would not have granted its written approval under section 65(1), (2) or (3) 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 mentioned in paragraph (a)(i), (ii) or (iii) is likely to substantially lessen competition or is against the public interest.(2) The directions the Authority may issue are as follows:

direct the regulated person 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 regulated person (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 regulated person, unless the Authority expressly permits such rights or power to be exercised;

to restrict the issuance or offer of equity interests in the regulated person (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 liquidation or winding up of the regulated person, to restrict the payment of any amount (whether by way of dividends, 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 equity interests within the time that the Authority may determine and subject to any 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 broadcasting licence or a newspaper permit, and that was acquired from the regulated person as a going concern, within the time that the Authority may determine and subject to such conditions as the Authority considers appropriate;

direct the specified person to relinquish effective control over the regulated person within the time that the Authority may determine and subject to such conditions as the Authority considers appropriate.(3) Before issuing a direction to any person under subsection (2), the Authority must, unless the Authority decides that it is not practicable or desirable to do so, cause to be given to that person written notice of the Authority’s intention to issue the direction, specifying a date by which that person may make written representations to the Authority with regard to the proposed direction.(4) Upon receipt of any written representations mentioned in subsection (3), the Authority must consider them for the purpose of determining whether to issue the direction.(5) Any person to whom the direction is issued must comply with the direction.(6) The Authority may at any time vary, suspend or revoke the whole or any part of any direction issued under this section.(7) The direction issued to a person has effect, despite —

the Business Trusts Act 2004, the Companies Act 1967, the Limited Liability Partnerships Act 2005, the Trustees Act 1967 and the Variable Capital Companies Act 2018;

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, partnership agreement, limited liability partnership agreement, or other constitution or equivalent instrument, of the regulated person.(8) Without affecting subsection (7), where any direction is issued under subsection (2)(a), 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 regulated person, are not exercisable unless the Authority expressly permits such rights or power to be exercised;

no equity interests in the regulated person 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 liquidation or winding up of the regulated person, no amount is to be paid (whether by way of dividends, profits, income or otherwise) in respect of the specified equity interests, unless the Authority expressly authorises such payment.(9) Any person who contravenes subsection (5) in respect of a direction issued under subsection (2)(b), (c) or (d) shall be guilty of an offence and shall be liable on conviction —

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.(10) A reference in this section to the issuing of a direction includes a varying of that direction.Power of Authority to obtain information relating to control of regulated persons65B.—

Without affecting sections 66 and 70, the Authority may, by written notice —

direct a regulated person to obtain from a holder of equity interests in the regulated person, and to provide to the Authority within such time as may be specified in the notice, any information relating to the holder that may be required to ascertain or investigate any holding of equity interests or control of voting power in the regulated person for the purposes of this Part; and

direct any person to provide to the Authority, within such time as may be specified in the notice, any information required to ascertain or investigate any holding of equity interests or control of voting power in a regulated person for the purposes of this Part.(2) Any person who —

fails to comply with a notice under subsection (1); or

in purported compliance with a notice under subsection (1), knowingly or recklessly makes a statement which is false in a material particular,shall be guilty of an offence and shall be liable on conviction —

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.”.