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The Undertakings for Collective Investment in Transferable Securities Regulations 2011, Section 8 is up to date with all changes known to be in force on or before 19 August 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
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8.—(1) This Part applies to any reconstruction or amalgamation involving a UK UCITS which is a cross-border merger or a domestic merger, and which takes the form of a merger by absorption, a merger by formation of a new company or unit trust scheme, or a [F1merger by scheme of arrangement].
(2) A “merger by absorption” means an operation in which—
(a)there are one or more transferor EEA UCITS or sub-funds (the “merging UCITS”);
(b)there is an existing transferee UK UCITS or sub-fund (the “receiving UCITS”);
(c)every transferor UCITS or sub-fund is dissolved without going into liquidation and transfers all of its assets and liabilities to the transferee UCITS or sub-fund; and
(d)the consideration for the transfer is units in the receiving UCITS, receivable by unit-holders in the merging UCITS, or members of the sub-fund, with or without a cash payment to unit-holders not exceeding ten per cent of the net asset value of those units.
(3) A “merger by formation of a new UCITS” means an operation in which—
(a)there are two or more transferor EEA UCITS, or sub-funds (the “merging UCITS”);
(b)every transferor EEA UCITS or sub-fund is dissolved without going into liquidation, and on dissolution transfers all of its assets and liabilities to a transferee UK UCITS or sub-fund formed for the purpose of, or in connection with, the operation (the “receiving UCITS”);
(c)the consideration for the transfer is—
(i)units in the receiving UCITS, and
(ii)if so agreed, a cash payment not exceeding 10 per cent of the net asset value of those units,
receivable by members of the transferor UCITS.
(4) A “merger by scheme of arrangement” means an operation in which—
(a)there are one or more transferor UCITS or sub-funds of a UCITS (“the merging UCITS”);
(b)the transferor UCITS or sub-funds continue to exist until their liabilities have been discharged, but transfer their net assets to—
(i)a sub-fund of the same UCITS;
(ii)another existing UCITS or a sub-fund of that UCITS; or
(iii)a UCITS formed for the purposes of the operation
(“the receiving UCITS”).
Textual Amendments
F1Words in reg. 8(1) substituted (24.8.2012) by The Undertakings for Collective Investment in Transferable Securities (Amendment) Regulations 2012 (S.I. 2012/2015), regs. 1, 5
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