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  • Part VIII – Material Change to Business or Control

    • A. No Material Change

      1. VASPs shall obtain VARA’s written approval prior to—
       
        a. facilitating any development or occurrence of Material Change to themselves; or
        b. entering into any business or conducting any VA Activity, directly or indirectly, except for those business[es] and VA Activity[ies] in which the VASP and its Subsidiaries are engaged on the date of the Licence being granted and authorised by VARA.
       
      2. VASPs shall not create, incur, assume, permit to exist or otherwise become liable with respect to any debt that could be reasonably expected to cause a Material Change.
      3. VASPs shall not cause any occurrence of a Material Change. In the event that the acquisition or disposal by a VASP could reasonably be expected to cause a Material Change, such VASP shall immediately cease the acquisition or disposal.
      4. Without obtaining VARA’s prior written approval, VASPs may not implement any changes to its VA Activities authorised under the Licence, including the—
       
        a. addition of any VA Activity; or
        b. material modification of the scope of any VA Activity.
       
      5. VASPs shall ensure that any change in their business plan covering internal controls, organisational structure, contingency plans and related matters could not be reasonably expected to cause a Material Change.
      6. VASPs shall ensure that any change under Rules VIII.A.1-5 of this Company Rulebook in aggregate could not reasonably be expected to cause a Material Change.
       

    • B. Cessation of Business

      1. VARA may revoke or suspend a Licence [in relation to all or certain VA Activities], if a VASP does not—
       
        a. carry out all or some of the VA Activities authorised under the Licence for an extended period; and
        b. notify VARA of its plan to reinstate or carry out relevant VA Activities.
       
      2. In the event that a VASP intends to cease to carry out any VA Activities authorised under the Licence, it shall notify VARA and request a revocation of either—
       
        a. in the event that all VA Activities authorised under a Licence are to be ceased, the Licence; or
        b. in the event that only some of the VA Activities authorised under a Licence are to be ceased, the VA Activities to be ceased.
       
      3. VASPs shall notify VARA as soon as reasonably practicable and in any event not later than thirty [30] Working Days before such intended cessation.
       

    • C. Change of Control

      1. No action shall be taken, except with the prior written approval of VARA, that may result in a change of Control of a VASP.
      2. Prior to any change of Control, the VASP, together with the Entity seeking to acquire Control of the VASP, shall submit a written application to VARA in a form and substance acceptable to VARA, including but not limited to detailed information about the Entity.
      3. VARA may determine upon application that any Entity does not, or upon the taking of some proposed action will not, Control another Entity. Such determination shall be made within thirty [30] Working Days or such further period as VARA may prescribe. The filing of an application pursuant to this Part VIII of this Company Rulebook in good faith by any Entity shall relieve the applicant from any obligation or liability imposed by this Part VIII of this Company Rulebook with respect to the subject of the application until VARA has acted upon the application. VARA may revoke or modify its determination whenever, in its sole and absolute discretion, revocation or modification is consistent with this Part VIII of this Company Rulebook. VARA may consider the following factors in making such a determination—
       
        a. whether such Entity’s purchase of shares is made solely for investment purposes and not to acquire Control over the VASP;
        b. whether such Entity could direct the Board or Staff, or otherwise influence the policies of the VASP;
        c. whether such Entity could propose directors in opposition to nominees made by the shareholders of the VASP;
        d. whether such Entity could solicit or participate in soliciting proxy votes with respect to any matter presented to the shareholders of the VASP; or
        e. any other factor that indicates such Entity would or would not exercise Control of the VASP.
       
      4. VARA shall approve or deny every application for a change of Control of a VASP hereunder within thirty [30] Working Days from the filing of an application deemed by VARA to be complete. Such period of thirty [30] Working Days may be extended by VARA, for such additional reasonable period of time as may be required to enable compliance with the requirements and conditions of this Part VIII of this Company Rulebook.
      5. In determining whether to approve a proposed change of Control, VARA shall, among other factors, take into consideration the public interest and the needs and convenience of the public in the Emirate.
       

    • D. Mergers and Acquisitions

      1. No action shall be taken, except with the prior written approval of VARA, that may result in a merger or acquisition of all or a substantial part of the assets of a VASP.
      2. Prior to any such merger or acquisition, an application containing a written plan of merger or acquisition shall be submitted to VARA by the Entities that are to merge or by the acquiring Entity, as applicable. Such plan shall be in form and substance satisfactory to VARA, and shall specify each Entity to be merged, the surviving Entity, or the Entity acquiring all or substantially all of the assets of the VASP, as applicable, and shall describe the terms and conditions of the merger or acquisition and the mode of carrying it into effect.
      3. VARA shall approve or deny a proposed merger or a proposed acquisition of all or a substantial part of the assets of a VASP within thirty [30] Working Days after the filing of an application that contains a written plan of merger or acquisition and is deemed by VARA to be complete. Such period of thirty [30] Working Days may be extended by VARA, for such additional reasonable period of time as may be required to enable compliance with the requirements and conditions of this Part VIII of this Company Rulebook.
      4. In determining whether to approve a proposed merger or acquisition, VARA shall, among other factors, take into consideration the public interest and the needs and convenience of the public in the Emirate.