Md. Code Regs. 36.03.02.06

Current through Register Vol. 51, No. 24, December 2, 2024

Section 36.03.02.06 - Owners

A. If the applicant is an unincorporated business association, the application documents shall identify:

(1) Each person who exercises voting rights in the applicant; and

(2) Each person who directly or indirectly owns 5 percent or more of the business association.

B. If the applicant is authorized to issue capital stock, the applicant shall state, for each class of stock authorized, the:

(1) Total number of shares;

(2) Par value, if any;

(3) Voting rights;

(4) Current rate of dividend; and

(5) Number of shares outstanding and the market value of each share.

C. If the applicant is a corporation, the application documents shall identify each person who:

(1) Exercises voting rights in the corporation; and

(2) Directly or indirectly owns 5 percent or more of the corporation.

D. The application documents shall include a certified copy of each voting trust or voting agreement in which capital stock of the applicant is held and shall state the:

(1) Name and address of each stockholder participating in the trust or agreement;

(2) Class of stock involved; and

(3) Total number of shares held by the trust or agreement.

E. The application documents shall describe the terms of any proxy by which any capital stock may be voted and shall state the:

(1) Name and address of the person holding the proxy;

(2) Name and address of the stockholder who granted the proxy;

(3) Class of stock for which the proxy may vote; and

(4) Total number of shares voted by the proxy.

F. The application documents shall state any provisions, and the procedures by which these provisions may be modified, for the redemption, repurchase, retirement, conversion, or exchange of an ownership interest.

G. The application documents shall state whether the applicant's stock may be traded through options and whether the corporation or a stockholder has executed an agreement or contract to convey any of the corporation's or the stockholder's stock at a future date.

H. The application documents shall include a copy or a description of each agreement or contract disclosed under §G of this regulation.

I. The application documents shall include a copy of each prospectus, pro forma, or other promotional material given to potential investors about the video lottery facility.

J. The application documents shall provide full disclosure for any stock options that may exist or have been granted.

K. The application documents shall disclose all principal entities of the applicant.

L. Principal Entities as Approved Institutional Investors.

(1) A principal entity may request the Commission to waive the requirement of conducting a full background investigation of the principal entity.

(2) The Commission may approve a principal entity's request for a waiver if the principal entity:

(a) Meets one of the definitions of institutional investor in State Government Article, § 9-1A-01, Annotated Code of Maryland; and

(b) Satisfactorily completes and submits an institutional investor waiver application as required by the Commission.

(3) A principal entity for which the Commission has approved a waiver request under §L(2) of this regulation is an approved institutional investor.

(4) An institutional investor may maintain an approved waiver as an institutional investor by:

(a) Maintaining an ownership interest in an applicant or licensee; and

(b) Providing the Commission with the statement of ownership percentage it reported to the Securities and Exchange Commission:

(i) Annually, before the last day of April; or

(ii) As otherwise directed by the Commission.

(5) If an approved institutional investor complies with §L(4) of this regulation, the Commission's approval is valid for 5 years from the date of approval, and:

(a) The waiver may apply to one or more applicants or licensees in which the entity is an institutional investor; and

(b) The institutional investor shall submit an institutional waiver application every 5 years from the date of the Commission's last approval.

(6) If an approved institutional investor does not meet the requirements of §L(4) of this regulation with respect to one or more applicants or licensees:

(a) The approved institutional investor shall notify the Commission in writing if the institutional investor's ownership interest falls below 5 percent; and

(b) The Commission may require the institutional investor to submit a new waiver application if the institutional investor acquires an ownership interest of 5 percent or greater in any applicant or licensee.

M. Qualified Principal Entities.

(1) This section does not apply to a principal entity that is an approved institutional investor under §L of this regulation.

(2) If the Commission investigates a principal entity's application for qualification and determines that the principal entity is qualified:

(a) The Commission shall recognize the qualification determination for 5 years from the date the principal entity is found qualified; and

(b) If the same qualified principal entity is identified in a subsequent license application within the 5-year period described in §M(2)(a) of this regulation, the principal entity is not required to submit a new principal entity disclosure form.

(3) A qualified principal entity shall comply with the continuing obligation requirements described in Regulation .01 of this chapter.

(4) If a qualified principal entity no longer meets a qualification requirement, the Commission may require the principal entity to:

(a) File a new principal entity disclosure form;

(b) Submit to a new background investigation; and

(c) Pay all fees and costs associated with the new principal entity disclosure form and investigation.

Md. Code Regs. 36.03.02.06

Regulations .06 adopted as an emergency provision effective 40:6 Md. R. 470, eff.3/1/2013 ; emergency action expired effective July 20, 2013
Regulations .06 adopted effective 40:16 Md. R. 1347, eff.8/19/2013 ; amended effective 47:21 Md. R. 905, eff. 10/19/2020; amended effective 50:26 Md. R. 1130, effective 12/12/2023, exp. 6/9/2024 (Emergency); amended effective 51:10 Md. R. 529, eff. 5/27/2024.