Open-Ended Investment Companies Regulations (Northern Ireland) 2004

Alterations

The Authority’s approval for certain changes in respect of a company

21.—(1) An open-ended investment company must give written notice to the Authority of –

(a) any proposed alteration to the company’s instrument of incorporation;

(b) any proposed alteration to the company’s prospectus which, if made, would be significant;

(c) any proposed reconstruction or amalgamation involving the company;

(d) any proposal to wind up the affairs of the company otherwise than by the court;

(e) any proposal to replace a director of the company, to appoint any additional director or to decrease the number of directors in post; and

(f) any proposal to replace the depositary of the company.

(2) Any notice given under paragraph (1)(a) must be accompanied by a certificate signed by a solicitor to the effect that the change in question will not affect the compliance of the instrument of incorporation with Schedule 2 and with such of the requirements of FSA rules as relate to the contents of that instrument.

(3) Effect must not be given to any proposal falling within paragraph (1) unless –

(a) the Authority, by written notice, has given its approval to the proposal; or

(b) one month, beginning with the date on which notice of the proposal was given, has expired without the company or the depositary having received from the Authority a warning notice under regulation 22 in respect of the proposal.

(4) No change falling within paragraph (1)(e) may be made if any of the requirements set out in regulation 15(4) to (7) and (8)(f) would not be satisfied if the change were made and no change falling within paragraph (1)(f) may be made if any of the requirements in regulation 15(8) would not be satisfied if the change were made.

Procedure when refusing approval of proposed changes

22.—(1) If the Authority proposes to refuse approval of a proposal to replace the depositary, or any director, of an open-ended investment company, it must give a warning notice to the company.

(2) If the Authority proposes to refuse approval of any other proposal falling within regulation 21, it must give separate warning notices to the company and its depositary.

(3) To be valid the warning notice must be received by that person before the end of one month beginning with the date on which notice of the proposal was given.

(4) If, having given a warning notice to a person, the Authority decides to refuse approval –

(a) it must give him a decision notice; and

(b) he may refer the matter to the Tribunal.

(5) If, having given a warning notice to a person, the Authority decides to approve the proposal, it must give him a decision notice.