GEN 8.8.13

(1) Without limiting the generality of its other powers, the Regulator may, subject only to (2), object to a Person as a Controller of an Authorised Person where such a Person:
(a) has acquired or increased the level of control that Person has in an Authorised Person without the prior written approval of the Regulator as required under Rule 8.8.4;
(b) has breached the requirement in Rule 8.8.8(1) to comply with the conditions of approval applicable to that Person; or
(c) is no longer acceptable to the Regulator as a Controller.
(2) Where the Regulator proposes to object to a Person as a Controller of an Authorised Person under (1), the Regulator must provide such a Person with:
(a) a written notice stating:
(i) the Regulator's reasons for objecting to that Person as a Controller; and
(ii) any proposed conditions subject to which that Person may be approved by the Regulator; and
(b) an opportunity for the Person to make representations within 14 days of the receipt of such objections notice in (a) or such other longer period as agreed to by the Regulator.
(3) The Regulator must, as soon as practicable after receiving representations, or if no representations are made, after the expiry of the period for making representations referred to in (2)(b), issue a final notice stating that:
(a) the proposed objections and any conditions are withdrawn and the Person is an approved Controller;
(b) the Person is approved as a Controller subject to conditions specified in the notice; or
(c) the Person is an unacceptable Controller and accordingly, must dispose of that Person's Holdings.
(4) Where the Regulator has issued a final notice imposing any conditions subject to which a Person is approved as a Controller, that Person must comply with those conditions.
(5) Where the Regulator has issued a final notice declaring a Person to be an unacceptable Controller, that Person must dispose of the relevant Holdings within such period as specified in the final notice.
(6) The Regulator may apply to the Court for the order of the sale or disposition of shares held in Contravention to a final notice, in accordance with (5).
(7) The Regulator must also notify the Authorised Person of any decision it has made pursuant to (3).
(8) The Regulator may give a restriction notice directing that, Shares or voting power Held by a Controller in respect of which a final notice has been given, are subject to one or more of the following restrictions:
(a) any agreement to transfer or a transfer of any such Shares or voting power is void;
(b) no voting power is to be exercisable;
(c) no further Shares are to be issued in pursuance of any right of the Holder of any such Shares or voting power or in pursuance of any offer made to their Holder; and
(d) save for in instances of liquidation, no payment is to be made of any sums due in respect of any such Shares.
(9) If the Regulator decides to exercise its power under this Rule to object to a Person as a Controller, to impose conditions or restrictions on an approval or to require a Person to dispose of their Holdings, the Person may refer the matter to the Regulatory Committee for review.