Pennsylvania § 13B62 - Institutional investors.

§ 13B62. Institutional investors.

(a) Declaration of investment intent.--Notwithstanding any other provision of this part, the following shall apply:

(1) An institutional investor holding 20% or less of the equity securities of an interactive gaming certificate holder's, interactive gaming operator's or applicant's holding, subsidiary or intermediary companies shall be granted a waiver of any investigation of suitability or other requirement if the securities are those of a corporation, whether publicly traded or privately held, and the holdings of the securities were purchased for investment purposes only. The institutional investor shall file a certified statement that it has no intention of influencing or affecting the affairs of the interactive gaming certificate holder, interactive gaming operator, applicant or any holding, subsidiary or intermediary company of an interactive gaming certificate holder, interactive gaming operator or applicant. However, an institutional investor shall be permitted to vote on matters put to the vote of the outstanding security holders.

(2) The board may grant a waiver to an institutional investor holding a higher percentage of securities upon a showing of good cause and if the other conditions specified in paragraph (1) are met.

(3) An institutional investor granted a waiver under this subsection who subsequently decides to influence or affect the affairs of an interactive gaming certificate holder, interactive gaming operator or applicant's holding, subsidiary or intermediary company of an interactive gaming certificate holder, interactive gaming operator or applicant shall provide not less than 30 days' notice of intent and shall file with the board a request for determination of suitability before taking any action that may influence or affect such affairs. An institutional investor shall be permitted to vote on matters put to the vote of the outstanding security holders.

(4) If an institutional investor changes its investment intent or if the board finds reasonable cause to believe that the institutional investor may be found unsuitable, no action other than divestiture shall be taken by the institutional investor with respect to its security holdings until there has been compliance with any requirements established by the board, which may include the execution of a trust agreement in accordance with section 1332 (relating to appointment of trustee).

(5) The interactive gaming certificate holder or interactive gaming operator or applicant or any holding, intermediary or subsidiary company of an interactive gaming certificate holder, interactive gaming operator or applicant shall notify the board immediately of any information about, or actions of, an institutional investor holding its equity securities where the information or action may impact the eligibility of the institutional investor for a waiver under this subsection.

(b) Failure to declare.--If the board finds:

(1) that an institutional investor holding any security of a holding or intermediary company of an interactive gaming certificate holder or interactive gaming operator or applicant or, where relevant, of another subsidiary company of a holding or intermediary company of an interactive gaming certificate holder or interactive gaming operator or applicant which is related in any way to the financing of the interactive gaming certificate holder or interactive gaming operator or applicant, fails to comply with the provisions of subsection (a); or

(2) by reason of the extent or nature of its holdings, an institutional investor is in a position to exercise such a substantial impact upon the controlling interests of an interactive gaming certificate holder or interactive gaming operator or applicant that investigation and determination of suitability of the institutional investor is necessary to protect the public interest;

then the board may take any necessary action otherwise authorized under this chapter to protect the public interest.