C1PART 4MERGERS
C1Application for authorisation9
1
A merging F1... UCITS must apply to the Authority for an order authorising a merger (an “authorisation order”).
2
The application must be made in such manner as the Authority may direct and must be accompanied by—
a
the common draft terms of the proposed merger duly approved by the UCITS, any other merging UCITS and the receiving UCITS;
F2b
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c
a statement by each of the depositaries or, in the case of an authorised unit trust scheme, the trustee, of the merging UCITS and the receiving UCITS confirming that, in accordance with rules made by the Authority F3... to implement Articles 40 and 41 of the UCITS directive, they have verified compliance of the following matters with the requirements of those rules—
i
the identification of F4... the UCITS involved;
ii
the planned effective date of the merger; and
iii
the rules applicable, respectively, to the transfer of assets and the exchange of units; and
d
the information on the proposed merger that the merging and the receiving UCITS intend to provide to their respective unit-holders.
F53
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4
Where the Authority considers that the information supplied under paragraph (2) by the merging UCITS is not complete, the Authority must, within 10 working days of receiving the information, request additional information from the UCITS.
F65
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6
The Authority must consider the potential impact of the proposed merger on unit-holders of the merging UCITS to assess whether appropriate information is being provided to unit-holders.
7
Where the Authority considers it necessary, it may require that the information to be provided to unit-holders of the merging UCITS be clarified.
8
The Authority must make an authorisation order under paragraph (1) if the following conditions are satisfied—
a
the requirements set out in this regulation and regulations 10 and 11 and in rules made by the Authority to implement Articles 40 and 41 of the UCITS directive have been complied with;
b
the merger has been approved by unit-holders of the F7merging UCITS in accordance with rules made by the Authority;
F8c
the receiving UCITS gave the Authority notice of its intention to market its units in another EEA State and, before IP completion day, that notification was transmitted under Article 93 of the UCITS directive to the competent authorities of those EEA States in which the merging UCITS was able to market its units; and
F9d
the Authority is satisfied with the proposed information to be provided to unit-holders.
9
The Authority must determine an application for authorisation of a merger under this regulation and inform the applicant of its decision within 20 working days of the date on which the Authority received the information required under paragraph (2), or the date on which the Authority received any further information requested under paragraph (4).
F1010
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11
The authorisation order must specify the date on which the merger shall take effect and the dates for calculating the exchange ratio of units of the merging UCITS into units of the receiving UCITS, and, where applicable, for determining the relevant net asset value for cash payments.
Pt. 4 modified (31.12.2020) by 2000 c. 8, s. 409(11)(i) (as inserted by The Financial Services (Gibraltar) (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/589), regs. 1(3), 2(5) (with reg. 12) (as amended by S.I. 2020/1274, regs. 1, 2); 2020 c. 1, Sch. 5 para. 1(1))