Investment Services Act (UCITS Mergers)

Suppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru. 19,311, 19 ta’ Settembru, 2014

L.N. 333 of 2014

INVESTMENT SERVICES ACT

(CAP. 370)

Investment Services Act (UCITS Mergers)

(Amendment) Regulations, 2014

IN exercise of the powers conferred by article 12 of the

Investment Services 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 Investment Services Citation.

Act (UCITS Mergers) (Amendment) Regulations, 2014, and these

regulations shall be read and construed as one with the Investment S.L. 370.19

Services Act (UCITS Mergers) Regulations, hereinafter referred to as

"the principal regulations".

In subregulation (2) of regulation 1 of the principal Amends

regulations, for the words "to transpose Articles 2(1)(q)", there shall regulation

the principal

be substituted the words "to transpose Articles 2(1)(p), 2(1)(q)".

regulations.

Regulation 2 of the principal regulations shall be amended Amends

regulation 2 of

as follows

the principal

regulations.

(a)

in subregulation (1) thereof

(i) the definition "European UCITS" shall be

deleted; and

(ii) immediately after the definition "merger",

there shall be inserted the following new definition

" "Registrar of Companies" shall

mean the Registrar appointed in terms of

article 400 of the Companies Act;";

(b)

in the proviso to sub-regulation (3) thereof

(i) in sub-paragraph (ii) thereof, for the words

"as the case may be; and", there shall be substituted the

words "as the case may be;";

(ii) in sub-paragraph (iii) thereof, for the words

"the provisions of article 344(2) of the Companies Act

shall not apply.", there shall be substituted the words "the

provisions of articles 344(2) and (3), 345(2) and (6), 348,

349, 351, 353, 356, 358 and 359 of the Companies Act

shall not apply; and"; and

(c) immediately after sub-paragraph (iii) thereof, there

shall be added the following new sub-paragraph

"(iv) where the Maltese UCITS is

established as a limited liability

company, the provisions of the Cross-

border Mergers of Limited Liability

Companies Regulations shall not

apply.".

The marginal note to regulation 4 of the principal

regulations shall be substituted by the following

"Application for prior written authorisation to undergo a

merger.".

Regulation 15 of the principal regulations shall be

amended as follows

(a)

in sub-regulation (1) thereof

(i) sub-paragraph (i) of paragraph (a) thereof

shall be substituted by the following

"(i) the merger shall take effect on

the date determined by the competent

authority in terms of these regulations.

The competent authority shall thereafter

notify the Registrar of Companies in

writing of such date and shall also

transmit to such Registrar copies of the

documents referred to in article 350 of the

Companies Act for registration in respect

of each of the Maltese UCITS. The

Registrar of Companies shall thereafter

issue a certificate of registration

confirming the effective date of the

merger and shall publish a notice that the

merger has become effective;"; and

(ii) sub-paragraph (ii) of paragraph (a) thereof

shall be substituted by the following

"(ii) the date for calculating the ratio for

exchange of units of the merging UCITS into units

of the receiving UCITS and, where applicable, the

date for determining the relevant net asset value for

cash payment, shall be established in the common

terms of the merger

Provided that such date shall, where

applicable, be after the approval of the merger by

the unit holders of the receiving UCITS and the

merging UCITS;";

(iii) subparagraph (iii) of paragraph (a) thereof

shall be deleted;

(iv) sub-paragraph (ii) of paragraph (b) thereof

shall be substituted by the following

"(ii) the date for calculating the ratio for

exchange of units of the merging UCITS into units

of the receiving UCITS and, where applicable, the

date for determining the relevant net asset value for

cash payments, shall be established in the common

terms of the merger

Provided that such date shall, where

applicable, be after the approval of the merger by

the unit holders of the receiving UCITS and the

merging UCITS.";

(v) sub-paragraph (iii) of paragraph (b) thereof

shall be deleted;

(b)

sub-regulation (2) thereof shall be deleted;

(c) sub-regulations (3) and (4) thereof shall be

renumbered as sub-regulations (2) and (3) respectively; and

(d) in sub-regulation (2) thereof, as renumbered, for the

words "shall be notified to the competent authority and to the

European regulatory authority", there shall be substituted the

words "shall, where applicable, be notified by the competent

authority to the European regulatory authority".

Regulation 16 of the principal regulations shall be Amends

regulation 16 of

amended as follows

the principal

regulations.

(a)

the figure "(1)" immediately after the figure "16."

shall be deleted; and

(b) in paragraph (c) thereof, immediately after the

words "entry into effect of the merger.", there shall be added the

words "Where the merging UCITS is a Maltese company, the

Registrar of Companies shall strike the name of the company off

the register.".

€0.18