Regulation 8 Interpretation

(1)

This Part applies to any reconstruction or amalgamation involving a UK UCITS which is a cross-border merger or a domestic merger, and which takes the form of a merger by absorption, a merger by formation of a new company or unit trust scheme, or a merger by sub-fund.

(2)

A “merger by absorption” means an operation in which—

(a)

there are one or more transferor EEA UCITS or sub-funds (the “merging UCITS”);

(b)

there is an existing transferee UK UCITS or sub-fund (the “receiving UCITS”);

(c)

every transferor UCITS or sub-fund is dissolved without going into liquidation and transfers all of its assets and liabilities to the transferee UCITS or sub-fund; and

(d)

the consideration for the transfer is units in the receiving UCITS, receivable by unit-holders in the merging UCITS, or members of the sub-fund, with or without a cash payment to unit-holders not exceeding ten per cent of the net asset value of those units.

(3)

A “merger by formation of a new UCITS” means an operation in which—

(a)

there are two or more transferor EEA UCITS, or sub-funds (the “merging UCITS”);

(b)

every transferor EEA UCITS or sub-fund is dissolved without going into liquidation, and on dissolution transfers all of its assets and liabilities to a transferee UK UCITS or sub-fund formed for the purpose of, or in connection with, the operation (the “receiving UCITS”);

(c)

the consideration for the transfer is—

(i)

units in the receiving UCITS, and

(ii)

if so agreed, a cash payment not exceeding 10 per cent of the net asset value of those units,

receivable by members of the transferor UCITS.

(4)

A “merger by scheme of arrangement” means an operation in which—

(a)

there are one or more transferor UCITS or sub-funds of a UCITS (“the merging UCITS”);

(b)

the transferor UCITS or sub-funds continue to exist until their liabilities have been discharged, but transfer their net assets to—

(i)

a sub-fund of the same UCITS;

(ii)

another existing UCITS or a sub-fund of that UCITS; or

(iii)

a UCITS formed for the purposes of the operation

(“the receiving UCITS”).