1E9Ct5D

Acquisition of EnterprisesIn GeneralDepending on the industry or sector in which the parties operate, they may require the approval of the regulator inorder to transfer or acquire an undertaking. Also, the approval of the SEC must be obtained when the acquiring oracquired company is listed on the Ghana Stock Exchange (GSE).Acquisitions may have tax implications, depending on the extent of the acquisition. Capital gains tax at 15 per centis payable on any amounts accruing to a company from a merger, amalgamation, or reorganization of the companywhen there is continuity of underlying ownership in the asset of at least 25 per cent.Banking IndustryThe Bank of Ghana must approve any agreement or arrangement that would result in a change in the control of abank or its holding company; for the sale, disposal, or transfer of the whole or part of the business of a bank; for theamalgamation or merger of a bank with another bank or institution; or for the restructuring of a bank.The acquisition or sale of significant shareholdings in a bank requires three months’ notice to, and the writtenapproval of, the Bank of Ghana. A significant shareholding is an indirect holding of a director that represents 10 percent or more of the capital or voting rights or makes it possible to exercise a significant influence over themanagement of the bank.The Bank of Ghana may refuse to approve a proposed transfer of shares in the interest of sound and prudentmanagement, if in its opinion the transaction will be detrimental to that bank.Mining IndustryThe Minister of Mines and the Minerals Commission regulate the transfer or acquisition of shares in miningcompanies. The Minister may, by notice in writing to a mining company, require the company to issue to theRepublic of Ghana a special share for no consideration. These shares will constitute a separate class of shares andwill have such rights as will be mutually agreed between the Minister and the mining company.No person may become a controller of a mining company unless he has notified the Minister of his intentions andthe Minister has notified him that he has no objection. A controller is a person who, either alone or with an associateor associates, is entitled to exercise or control the exercise of more than 20 per cent of the voting power at anygeneral meeting of the mining company or of another company of which it is a subsidiary.The no-objection notice given by the Minister will be void if the person fails to acquire the controlling interestwithin one year from the date of the notice. The Minister may object if he considers that the public interest will beprejudiced by the person becoming a controller of the mining company.A person who ceases to be a controller of a mining company must give prior written notice or must, within 14 days,notify the Minister of that fact. The company also must notify the Minister of the fact that a person has ceased to bea controller of the company.