3.1.1. Definition of a Controller

A Controller is a Person who, either alone or with any Associate:

(a)       holds 10% or more of the shares in either the Authorised Person or a Holding Company of that Authorised Person; or

(b)       is entitled to exercise, or controls the exercise of, 10% or more of the voting rights in either the Authorised Person or a Holding Company of that Authorised Person; or

(c)       is able to exercise significant influence over the management of the Authorised Person as a result of holding shares or being able to exercise voting rights in the Authorised Person or a Holding Company of that Authorised Person or having a current exercisable right to acquire such shares or voting rights.

3.1.2. Definition of “share” and “holding”

A reference in this chapter to the term:

            (a)      “share” means:

(i)        in the case of an Authorised Person, or a Holding Company of an Authorised Person, which has a share capital, its allotted shares;

(ii)       in the case of an Authorised Person, or a Holding Company of an Authorised Person, with capital but no share capital, rights to a share in its capital; and

(iii)      in the case of an Authorised Person, or a Holding Company of an Authorised Person, without capital, any interest conferring a right to share in its profits or losses or any obligation to contribute to a share of its debt or expenses in the event of its winding up;

(iv)      in the case of an Authorised Person, or a Holding Company of an Authorised Person going through a Resolution, a capital instrument or share issued as a result of the Resolution Authority exercising its Conversion Power; and 

(b)       “a holding” means, in respect of a Person, shares, voting rights or a right to acquire shares or voting rights in an Authorised Person or a Holding Company of that Authorised Person held by that Person either alone or with any Associate.

3.1.3. Disregarded holdings

For the purposes of determining whether a Person is a Controller, any shares, voting rights or rights to acquire shares or voting rights that a Person holds, either alone or with any Associate, in an Authorised Person or a Holding Company of that Authorised Person are disregarded if:

(a)       they are shares held for the sole purpose of clearing and settling within a short settlement cycle; or

(b)       they are shares held in a custodial or nominee capacity and the voting rights attached to the shares are exercised only in accordance with written instructions given to that Person by another Person; or

(c)       the Person is an Authorised Person or a Regulated Financial Institution and it:

(i)        acquires the shares as a result of an underwriting of a share issue or a placement of shares on a firm commitment basis;

(ii)       does not exercise the voting rights attaching to the shares or otherwise intervene in the management of the issuer; and

(iii)      retains the shares for a period less than one year.