Change of Control: Legislative Requirements under the New Gibraltar Gambling Act

With the Bill to repeal the Gambling Act 2005 and establish the new Gibraltar Gambling Act 2025 (the “New Act”) now published, a number of regulatory changes are set to be implemented shortly. In this segment, we outline the change of control procedure applicable to licence holders. 

Obligation to Notify Commission of Acquisitions of Controls of Licence Holders

Any person who decides to acquire or increase their control over a licence holder must give the Commissioner notice prior to the increase or acquisition. 

Under the New Act, a person is deemed to acquire control over a licence holder if:

1. the person holds 25% or more of the shares in the licence holder or in a parent undertaking of the licence holder;
2. the person holds 25% or more of the voting power in the licence holder or in a parent undertaking of the licence holder; or
3. the person holds sufficient share or voting power in the licence holder or in a parent undertaking or the licence holder that it is able to exercise significant influence over the management of the licence holder. 

Similarly, a person is deemed to have increased their control over the licence holder if the percentage of shares or voting power they hold in the licence holder or a parent undertaking of the licence holder has increased by 10% since the Commissioner was last notified. 

Reduction or Cessation of Control

If a person falls below the above thresholds, they will be deemed to have ceased to have control over the licence holder. 

The Rights of the Commissioner 

Upon review of the notice, the Commissioner is empowered to:

1. approve the acquisition unconditionally;
2. approve the acquisition, subject to conditions; or
3. object to the acquisition. 

Further information outlining each type of licence available under the New Act will be published shortly.

If you would like to discuss the new licensing scope and how it affects your business,  feel free to contact our team:

Andrew Montegriffo, Partner

Louise Federico, Partner

Anna Buhler, Associate