ACT No. XXUl of 1994 AN ACT to mau speciDl provisiotU applicable to cU'Ulin companies and to suppl~ment lhe pro1.'isions of the Commercial Parmerships Ordinanu , Cap. 168.

I assent ,

(1..5.)

Uoo M lfSUD BoNN10

President

13th Septembe r, 1994

ACT No. XXUl of 1994

AN ACT to mau speciDl provisiotU applicable to cU'Ulin

companies and to suppl~ment lhe pro1.'isions of the

Commercial Parmerships Ordinanu , Cap. 168.

BE IT ENAC I EO by the President. by and with the advice

and consent of the House of Representatives. in this presen t

Parliament assembled, and by the authority of the same, as

follows -

This Act may be cited as the Commercial

I. ( 1)

Pannerships (Special Provisions) Act, 1994.

(2)

This Act shall come into force on such date as

the Minister responsible for finance may appoint by notice in

the Gazette Md different dates may be so appointed in relation

to different provisions of this Act and in relation to different

types and classes of companies.

(Section 6)

ACCOUNTS AND DIRECTORS' REPORT

OF AN INVESTMENT COMPANY WilD VARJABLE SHARE

CAPITAL

Without pttp...oo:, to any requirements laid down by the Competent

Authority undc:r the InvcstmeDI Services Act, 1994, the accounts 0( an

investment company with variable share capital shall disclose at least the

following:-

1. Statcmc:ot of '''eLl and liabilities

Securitielll

•

Debt instruments

•

. w "'""""

•

•

O<hu ""'"

ToW """

I1abilitics

Net asset value

2. Number of units in cin:uJ.ation

3. Net asset value per unit

The composition of the portfolio, di5tinguishing at least between

4. transferable $eCurilies admitted 10 official stock

(a)

u.change listing

uansretable securities dealt in OD IlIIOlher !q1l1a/m

(b)

m"'"

(c)

m:ently issued transferable securities

transferable securities not included in the above

(d)

debt insuuments not included in the Ilbove

(c)

other investments as applicable

(f)

Rcfele .... es in sub-paragraph (cl 10 recently issued uans ftrable securities

~ to socuritics the Icnns of issue of whic h include an undertaking that

application will be made for admission 10 official stock uchange listing

Of 10 another regulated 1lUII'ket.

The portfolio shall be anaIysm on the basis of economk:, geogntphic.

cum:ncy or other appropriate criteria having regard to the investmenl

policy of the company. Such analysis shall show the value of each

category of investment as a percelltage of net assets and as a percentage

of toW assets of the company.

Any malerial changes in the composition of the investment portfolio

made during the nnancial year shall be stated.

S.

S·a1emml or JlalerneDl$ of the developlIw::ul$ . .... tming the

usets of !be company during the financial year and including the

following

Income from investmenUi

Other incume

•

Manaacment charges

Depositary'. chargcs

Other clwges and taxes

Net inoiMilt

Distnbutiom and income ~inveslcd

Changes in capiWIlCC(lUll\

Appuiation or deptcciation in value of investments

•

Otbcr changes affecting the value of the assets and

liabilities of lhe company

A comparative table c::ovc:ring the lut three financial years and

6. includi ng. for each (utaDCial year. at the end of IUCh year.

the total net asset value of the CQlIlpany; and

the net auet value per unit.

During its first, second and third financial years. a company shall show

the above information for all financial yean since its registration.

Details. by category of trall$aCtion, of the resulting amount of

7. commiunenr:s.

RefeitlUS in this pangraph to commitmenl$ are 10 the e<.mmitments

resulting from the U$e of ta:hniques and instnunents for the p!lfpO$C$ of

effiCient portfolio manaaerncnl, including proIcction against exclw1ge

riSQ.

Paned by the House of ReptClcntalives at Silting No. 303 of !he 20th

July, 1994.

LAWRENCE GONZI

SptoUT

RlCHARDJ.CAUCHI

Clu* to the House 0/ ReprtSenlatilY!s

Ippubb(iu' mid-Diponimcnt to' ~1"'OrT' .joDI - Kaslil}a _ ~ 1>, lite 0.". ~"..." '" I~f~ ~ KIUfI//tI

Milbulfl 1I-11I""""ri)o taI-O""m _ Prbt~tl .. IN Go _ _ ~' ~ PmJ

( I)

The provisions of this Act shall apply

notwithstanding anything to the contrary contained in the

Commercial Partnerships Ordinance or in any other law.

(2)

Any reference in any law to the Commercial

Partnerships Ordinance or to the Companies Act. 1994, shall

be deemed to be a reference to the said CommetciaJ.

Partnerships Ordinance read together with this Act.

In this Act, unless the context otherwise requires

"convenible" has the same meaning as is assigned to it

by the Cenlnl.l Bank of Malta Act;

"Minister" means the Minister responsible for the

registration of commercial partnerships

"Ordinance" means the Commercial Partnerships

Ordinance;

"security" includes shares, debentures or any other

security issued by a company.

(I ) A company may. by complying with the

provisions of this section, be formed as an investment company

with variable share capital.

(2) (a) The memorandum of an investment

company with variable share capital shall. in respect of the

share capital of the company, stu.le in lieu. of the matters

specilied in paragraph (e) of section 69 of the Ordinance -

that the share capital of the oompany

(i)

shall be equal to the value for the time being

of the issued share capilal. of the company

....

(u) the division of that share capital into a

specified number of shares without assigning

any nominaJ value thereto; Wld

(b) the memorandum of the company shall

fu!ther stale lhat the sole object of the company shall be

the collective investment of its funds in securities and other

movable and immovable property with the aim of spreading

investment risk and giving shareholders of the company the

benefit of the results of the management of its funds, and

in the fulfilment of that object. it shall be entitled to do any

act which is connected with or ancillary therelo; and

(c) the memorandu m or articles of the

company shall provide.

(i) that the actual value of the paid up share

capital of the company shall be al all times equal

to the value of the assets of any kind of the

company after the deduction of its liabilities;

"'"

(il) that the shares of the company shall, at the

request of any of the holders thereof, be

purchased by the company directly or indirectly

OUI of the company's assets.

Acti on taken by a company to ensure that

(3)

the stock exchange value of its shales does not deviate from its

nel asset value by more: lhall a percenlage specified in its

ankles, which deviation shall not be grealer lhall five per cent,

shall be regarded as action taken for the purposes of sub-

panl.grnph (ii) oC parngraph (c) of subsection (2) of this section.

(4)

An investment company with variable share

capital shall not issue panly paid up sllares.

The purchase by an inVCSUllCflt company

(S)

with variable share capital of its own shara shall be on sucb

tenns and in such manner as may be provided by its articles.

Shares of an investment company with

(6)

variable share capital which have been purchased by the

company itself shall be cancelled and the amount of the

company's issued share capital shall be reduced by the amount

of the considc:nllion paid by the company for the purchase of

the sbales. and the company shall DOt be requim:lIO crure any

ruerve account

Without prejudice: to any requirements that

(7)

may be imposed on an investment company with variable share

capital pursuant to any other enactment, the provisions of

subsection (I) of SCCIion 70, sections 72, 78, 91, 92, 9S, 96,

subsection ( 1) of SCCIion 97 and section 100 of the Ordinance

shaU not apply to such a company.

Notwithstanding any proVISIons of the

(8)

Ordinance. an investment company with variable share capital

shall nOl be obliged to give any of the details specified in Parts

2 and 3 of the form of annual return set out in the Fourtb

Scbc:dule to the Ordinance.

Any reference in the Ordinance to the

(9)

nominal value of an issued or allotted share in, or of the issued

or allotted share capital of, • company shall be consuued, in

the case of an investment company with variable share capital,

as a reference: to the net asset value.

( 1) Where a company is an investment company Name

S.

with variable share capital , the name of the company shall be of«lll1pMly.

followed by the words "investment company with variable share

capital" or by "SICAV" in place of the word "limited" or its

abbreviation.

(2)

A person or persons trading or canying on

business or other activity under a name or title which ends with

the words ~investmcnt company with variable share capita1~ or

·SICAV · or a contraction or imitation thereof when the person

or persons 8Je not an investment company with variable share

capital shall be liable to a penalty of five hundred Maltese 00,

and, for every day during which the default continues, to a

further penalty of fifty Maltese liri.

(3)

The penalties refeDed 10 in this section shall

be recovernble by the Registntr of Partnerships in accordance

wiLh the provisions of the Clroinance as if such penalties were

impo w ' by the Ordinance.

(1) An inveslIDCol compan y with variable share

capital shall prepare its accounts in accordance with the

requirements set out in the Sched uJe 10 this Ac t.

The director.;' report of an

investment

(2)

company with variable share capital shall provide information

sufficient to enable investors to make an informed j udgment on

the development of the company's activities and its financial

petformance.

(3) In all other respects, the annual accounts and

directors' report of an investment company with variable share

capital shall be prepared in accordance with the provisions

applicable to companies generally to the extent that they are

not inconsistent with the provisions of the preceding

subsections of this section and the Schedule to this Act.

(I) Unless otherwise provided in its articles. no

compan y registered in Malta shall be obliged to recogn ise any

Inlst in relation to any security issued by it. and the company

shall not be bound by or be compelled in any way to recognise.

even when having notice thereof. any interest in such security

or any interest in any frnct.ional part of such security or any

other rights in respect of such security except an absolute right

of the registered holder to the en tirety thereof.

Any COW1 PIUC:lI"dings .gainst a registc:rcd

(2)

holder of. security by the persons bale6cially entitled to the

&ceurity under. trust shal1 be heani in eament if the ~gis(ered

holder is a lic::ensed nominee wilhin the meaning of the Malta

F'rnaocial Services Centre Act..

(1) The share capilal of a company may be

denominated in any currency which is a convertible cum:ncy.

A company may by exttaordinary resolution

(2)

change the currency in which its share capilal is exptTued.

(3) For the purposes of applying the provisions of

the Ordinance ~lating to minimum share capital, share capilal

exp,...sed in a cuneocy other than in Iiri shall be calculated on

the basis of the Iiri equivalent at the date of •

the ~gisuation of the memorandum; or

(a)

(b) the registratioft of the extraordinary resolution

~feued to in subsection (2) of this section: or

(c) the regiSltlllion of the extraordinary resolution

effeding a reduction of the issued share capital, in the case

where a oompany reduces its issued share capilal.

Withoul pn:judicc 10 the provisions of section

(4)

78 of the Ordinance, a copy of the extraordinary resolution

~funxt (0 in svbsection (2) of this section 5halI be deli\ided 10

the RegislJv for ~gistration and shall DOl be effective until it is

so registered.

GI) The exchange rate to be used shaI.I. be the

average of the buying and sellina; rates prevailing at the date of

registration ~fened to in subsection (3) of lhis SCdion.

(6) A oompany shall draw up its accounts in the

same currency as that of its share capital.

Where the accounts of a company are drawn

(7)

up in • cum:ocy other than liri. there shall be srared 00 the

balaoce sheet of the CXlmpa"y the exchange rate between the

cwrency used and liri OD the balance sheet date and such rate

shall be the average of the buying and selling rates prevailing

on such date.

The Minister may make regulations JCUUalIy

,.

providing for the manner in which accounts and records of

companies wilb ahate capital dc:nominated in currt.DCies other

than un are 10 be drawn up, and in particular such regulations

may provide for special rules governing the KCOWlts and

records of such companies upon the chanp: of cwrcncy in

which their share capilBl is expressed.

n·MinislnI ji!!la' jaghmel regolameoli bicx b'mod ieuerali

jipprovdi dwu kif gbaudhom isiru l-kootijitt u r-records tal-

kumpanniji b'kapilll azzjooarju muri I'muniti li mljkunux liri, U

b'mod putifrolari dlwk ir-regoiamenti gbandbom jipprovdu ,hi

regoli spetjali li jirregollw il.kontijiet U T-roconiS 11' dlw/r. il-

kUmplDoiji metl jsir tibdil lil-muoita li fib, jlcun espress iI-

kapill! u.zjoouju I.lghhom.