Home / CY AIFM Law of 2013 / PART V – AIFMs MANAGING SPECIFIC TYPES OF AIF / CHAPTER 2 - Obligations of AIFMs managing AIFs which acquire control of non-listed companies and issuers / Section 33 - Scope of application of this Chapter.
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Scope of application of this Chapter.
33.-(1) Subject to subsection (2), this Chapter shall apply to the following:
(a) AIFMs managing one or more AIFs which either individually or jointly on the basis of an agreement aimed at acquiring control, acquire control of a non-listed company in accordance with subsection (5);
(b) AIFMs cooperating with one or more AIFMs on the basis of an agreement pursuant to which the AIFs managed by those AIFMs jointly, acquire control of a non-listed company in accordance with subsection (5).
(2) This Chapter shall not apply where the non-listed companies concerned are -
(a) small and medium-sized enterprises within the meaning of Article 2(1) of the Annex to Commission’s Recommendation 2003/61/EC concerning the definition of micro, small and medium sized enterprises; or (i)
(b) special purpose vehicles with the purpose of purchasing, holding or administrating real estate.
(3) Without prejudice to subsections (1) and (2) of this section, section 34(1) shall also apply to AIFMs managing AIFs that acquire a non-controlling participation in non-listed companies.
(4) Subsections (1) and (2) of section 35 and section 37 shall apply also to AIFMs managing AIFs that acquire control over issuers. For the purposes of those Sections, subsections (1) and (2) of this section shall apply mutatis mutandis.
(5) For the purposes of this Chapter, for non-listed companies, control shall mean more than 50% of the voting rights of the companies, even if the exercise of this right is suspended. When calculating the percentage of voting rights held by the relevant AIF, in addition to the voting rights held directly by the relevant AIF, the voting rights of the following shall be taken into account, subject to control as referred to in the previous sentence being established:
(a) an undertaking controlled by the AIF;
(b) the natural or legal persons acting on their own name but on behalf of the AIF or on behalf of an undertaking controlled by the AIF.
(6) Notwithstanding the definition of ‘control’ of section 2(1) of this Law, for the purpose of section 35(1), (2) and (3) and of section 37 of this Law, in regard to issuers, control shall be determined in accordance with section 13 of the Public Offer and Prospectus Law. (ii)
(7) This Chapter shall apply subject to the conditions and restrictions set out in section 67 of the Establishing a General Framework for Informing and Consulting Employees Law and without prejudice to any stricter rules adopted in the legal framework of Cyprus, with respect to the acquisition of holdings in issuers and non-listed companies in the Republic.
(i) OJ No: L 124, 20.5.2003, p. 36.
(ii) 41(Ι) of 2007., 47(Ι) of 2009.
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