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 34 - Notification of the acquisition of major holdings and control on non-listed companies.
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Notification of the acquisition of major holdings and control on non-listed companies.
34.-(1) An AIFM of the Republic, that manage an AIF that acquires, disposes of or holds shares of a non-listed company, shall notify the Commission of the proportion of voting rights of the non-listed company held by the AIFs any time when that reaches, exceeds or falls below the thresholds of 10%, 20%, 30%, 50% and 75%.
(2) An AIFM, that manages an AIF, that acquires individually or jointly, control over a non-listed company pursuant to section 33(1) in conjunction with subsections (5) and (6) of that section, the AIFM managing such AIF shall notify the following of the acquisition of control by the AIF:
(a) the non-listed company;
(b) the shareholders of this company, of which the identities and addresses are available to the AIFM or can be made available by the non-listed company or through a register to which the AIFM has or can obtain access;
(c) the competent authority of the home Member State of the AIFM.
(3) The notification required under subsection (2) shall contain the following additional information:
(a) the resulting situation in terms of voting rights;
(b) the conditions subject to which control was acquired, including information about the identity of the different shareholders involved, any natural person or legal entity entitled to exercise voting rights on their behalf and, if applicable, the chain of undertakings through which voting rights are effectively held;
(c) the date on which control was acquired.
(4) In its notification to the non-listed company, in accordance with paragraph (a) of subsection (2), the AIFM shall 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 managed by the AIFM and of the information referred to in subsection (3). The AIFM shall use its best efforts to ensure that the employees’ representatives or, where there are none, the employees themselves, are duly informed by the board of directors in accordance with this section.
(5) The notifications referred to in subsections (1), (2) and (3) shall be made as soon as possible, but no later than ten working days after the date on which the AIF has reached, exceeded, or fallen below the relevant threshold or has acquired control over the non-listed company.
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