# The Undertakings for Collective Investment in Transferable Securities Regulations 2011, 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”).

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Source: https://www.legislation.gov.uk/ukdsi/2011/9780111512265/regulation/8 (the official version)
Page: https://openlegislation.uk/draft-undertakings-for-collective-investment-in-transferable-securities-regulations-2011/regulation-8
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.