Capital) (Amendment) Regulations, 2013

Suppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru. 19,104, 2 ta’ Lulju, 2013 B 2311

L.N. 165 of 2013

COMPANIES ACT

(CAP. 386)

Companies Act (Investment Companies with Variable Share

Capital) (Amendment) Regulations, 2013

IN exercise of the powers conferred by article 84(10) of the

Companies Act, the Minister for Finance, acting on the advice of the

Malta Financial Services Authority as the competent authority for the

purposes of the Act, has made the following regulations:-

The title of these regulations is the Companies Act Citation.

(Investment Companies with Variable Share Capital) (Amendment)

Regulations, 2013, and these regulations shall be read and construed

as one with the Companies Act (Investment Companies with Variable S.L. 386.02

Share Capital) Regulations, hereinafter referred to as "the principal

regulations".

Immediately after sub-regulation (4) of regulation 7 of the Amends

principal regulations, there shall be added the following new sub- regulation

the principal

regulations

regulations.

"(5) A multi-fund company opting for the segregation of

assets and liabilities in terms of regulation 9 may, in specific

circumstances as shall be prescribed by the competent authority

in the Investment Services Rules and subject to specific and

appropriate disclosure in the constitutional documents and the

offering memorandum or prospectus of the said Scheme, on

behalf of any of its sub-funds and whether by subscription or

transfer, acquire for consideration any shares of any of its other

sub-funds, and the provisions of article 84(6) of the Act shall

not apply.

(6) Multi-fund companies performing the activities

prescribed in sub-regulation (5) prior to the coming into force

thereof, shall take all necessary measures to comply with the

requirements prescribed therein within six months from the date

of publication the coming into force thereof.

(7) For the better carrying out of sub-regulation (5), the

competent authority may issue Investment Services Rules in

terms of article 6(2)(b) of the Investment Services Act.".

Regulation 16 of the principal regulations shall be

Renumbers

regulation 16 of

renumbered as regulation 17 thereof.

the principal

regulations.

Immediately after regulation 15 of the principal

Addition of new

regulation to the

regulations, there shall be added the following new regulation

principal

regulations.

" Issue of

(1) Without prejudice to the

shares may be

provisions of article 84 of the Act, an issue of

subject to full

shares by a SICAV for a cash consideration

payment by a

settlement date.

which is subject to full payment by a

settlement date shall be deemed to be a lawful

issue of fully paid up shares, provided that the

following conditions are satisfied

(a)

the SICAV is authorised to

issue shares in such manner by its

memorandum or articles of association;

(b) the settlement date and terms

of payment are clearly disclosed in the

prospectus and any other offering

document issued by the SICAV; and

(c)

the person acquiring the

shares undertakes in writing to pay the

full subscription price by not later than

the settlement date.

(2) Where payment for the shares is

not effected by the settlement date, the SICAV

shall

forthwith

cancel

such

shares

retrospectively as from the date of issue, and

the subscriber shall be informed accordingly.

(3) Where the SICAV fails to comply

with sub-regulation (2), any member of the

SICAV may apply to the court for an order

that such shares are to be cancelled.

(4) For the purposes of this regulation

the term ‘settlement date’ shall mean the date,

as determined by the prospectus or any other

offering document issued by the SICAV, by

which payment of the full subscription price

needs to be received by the SICAV. Such

settlement date shall not exceed the number of

days that shall be established in terms of

Investment Services Rules issued by the

competent authority.".

€0.09