PART 5AIFs which acquire control of non-listed companies and issuers

Meaning of “control” and calculation of voting rights36

1

For the purposes of this Part, “control” means—

a

for a non-listed company, holding more than 50% of the voting rights of the company; and

b

for an issuer, holding the percentage of voting rights which confers control in the EEA State in which the issuer has its registered office, determined by and calculated in accordance with rules or other provisions adopted in that EEA State implementing Article 5.1 and 5.3 of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids M1.

2

When calculating the percentage of voting rights for the purposes of this Part, if paragraph (1)(b) does not apply, in addition to the voting rights held directly by the AIF, the voting rights of the following are included—

a

an undertaking controlled by the AIF; and

b

a person acting in their own name but on behalf of the AIF or on behalf of an undertaking controlled by the AIF.

3

For the purposes of this Part, if paragraph (1)(b) does not apply, voting rights are calculated on the basis of all the shares to which voting rights are attached even if the exercise of those rights is suspended.