Notification of the acquisition or disposal of major holdings and control of non-listed companiesU.K.
38.—(1) When an AIF acquires, disposes of, or holds shares of a non‑listed company, the AIFM managing the AIF must notify the FCA of the proportion of voting rights of the non-listed company held by the AIF any time when that proportion reaches, exceeds or falls below the thresholds of 10%, 20%, 30%, 50% and 75%.
(2) When an AIF acquires control of a non-listed company, the AIFM managing the AIF must notify the following persons of such control—
(a)the non-listed company;
(b)the company's shareholders of which the identities and addresses are available to the AIFM or can be made available by the company or through a register to which the AIFM has or can obtain access; and
(c)the FCA.
(3) The notification required under paragraph (2) must contain the following additional information—
(a)the resulting situation in terms of voting rights in the company;
(b)the conditions subject to which control was acquired, including information about the identity of the different shareholders involved, any person entitled to exercise voting rights on their behalf and, if applicable, the chain of undertakings through which voting rights are effectively held; and
(c)the date on which control was acquired.
(4) The AIFM must—
(a)in its notification to the non-listed company, request the board of directors of the company to inform the employees' representatives or, where there are none, the employees themselves, without undue delay of the acquisition of control by the AIF and of the information in paragraph (3); and
(b)use its best efforts to ensure the board of directors complies with its request.
(5) The notifications required under this regulation by an AIFM must be made as soon as possible, and in any event no later than ten working days after the date on which the AIF reaches, exceeds or falls below the relevant threshold or acquires control over the non-listed company.