CYGNATOR FUND - Section 35 - Disclosure in case of acquisition of control.

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 35 - Disclosure in case of acquisition of control

Disclosure in case of acquisition of control

35.-(1) When an AIF acquires, individually or jointly, control of a non-listed company or an issuer pursuant to section 33(1), in conjunction with subsections (5) and (6) of this section, the AIFM managing such AIF shall make the information referred to in subsection (2) of this section available to:

(a) the company concerned;

(b) the shareholders of the company of which the identities and addresses are available to the AIFM or can be made available by the company or through a register to which the AIFM has or can obtain access;

(2) The AIFM shall make available in accordance with subsection (1) -

(a) the identity of the AIFMs which either individually or in agreement with other AIFMs manage the AIFs that have acquired control; and

(b) the policy for preventing and managing conflicts of interest, in particular between the AIFM, the AIF and the company, including information about the specific safeguards established to ensure that any agreement between the AIFM and/or the AIF and the company is concluded at arm’s length; and

(3) In its notification to the company in accordance with paragraph (a) of subsection (1), 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 information referred to in subsection (2). 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.

(4) When an AIF acquires, individually or jointly, control of a non-listed company pursuant to subsection (1) of section 33, in conjunction with subsections (5) and (6) of that section, the AIFM managing such AIF shall ensure that the AIF, or the AIFM, acting on behalf of the AIF, disclose its intentions with regard to the future business of the non-listed company and the likely repercussions on employment, including any material change in the conditions of employment, to -

(a) the non-listed company; and

(b) the shareholders of the non-listed 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 resister to which the AIFM has or can obtain access.

(5) In the case described in subsection (4), the AIFM managing the relevant AIF shall use its best efforts to ensure that the board of directors of the non-listed company makes available the information set out in subsection (4) to the employees’ representatives or, there are none, the employees themselves, of the non-listed company.

(6) An AIFM, managing an AIF that acquires control in a non-listed company in accordance with subsection (1) of section 33, in conjunction with subsections (5) and (6) of that article, shall provide the Commission and the AIF’s investors information on the financing of the acquisition.

(i) 8(I) of 2015

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