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The Alternative Investment Fund Managers Regulations 2013

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This is the original version (as it was originally made).

Annual report of AIFs exercising control of non-listed companies

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42.—(1) When an AIF acquires control of a non‑listed company, the AIFM managing the AIF must include in the AIF’s annual report, prepared in accordance with implementing provisions relating to Article 22 of the directive, the information in paragraph (3) relating to the non-listed company.

(2) The duty in paragraph (1) does not arise if the non-listed company is required to draw up an annual report under the law applicable in the EEA State in which the company has its registered office and the AIFM ensures that—

(a)the annual report of the non-listed company contains the information in paragraph (3); and

(b)the report is made available by the board of directors of the company to the employees’ representatives or, where there are none, to the employees themselves within the period in which the annual report must be drawn up.

(3) The information is—

(a)a fair review of the development of the company’s business representing the situation at the end of the period covered by the annual report;

(b)any important events that have occurred since the end of the financial year of the AIF;

(c)the company’s likely future development; and

(d)in relation to the company’s acquisition or disposal of its own shares—

(i)the reasons for acquisitions made during the financial year;

(ii)the number and nominal value or, in the absence of a nominal value, the accountable par of the shares acquired and disposed of during the financial year and the proportion of the subscribed capital which they represent;

(iii)in the case of acquisition or disposal for a value, the consideration for the shares; and

(iv)the number and nominal value or, in the absence of a nominal value, the accountable par of all the shares acquired and held by the company and the proportion of the subscribed capital which they represent.

(4) If the information in paragraph (3) is included in the company’s annual report, the AIFM must make the information available to the investors of the AIF in so far as already available within six months following the end of the financial year of the AIF, and in any event, no later than the date on which the annual report of the company must be drawn up in accordance with the law applicable in the EEA State in which the company has its registered office(1).

(5) If the information in paragraph (3) is included in the AIF’s annual report, the AIFM must request and use its best efforts to ensure that the board of directors of the non‑listed company makes that information available to employees’ representatives of the company or, where there are none, to the employees themselves, no later than six months following the end of the financial year of the AIF.

(1)

For companies registered under the Companies Act 2006 (c. 46), provisions about annual reports are contained in Part 15 of that Act.

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