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Ministry of Justice

Republic of Moldova

On March 3, 2015 No. 1028

RESOLUTION OF THE NATIONAL COMMISSION ON THE FINANCIAL MARKET OF THE REPUBLIC OF MOLDOVA

of January 16, 2015 No. 1/11

About approval of the Regulations on reorganization and dissolution of the organizations of collective investment into securities and societies of trust management of investments

Based on Art. 116 of the Law No. 171 of July 11, 2012 "About the capital market" (The official monitor of the Republic of Moldova, 2012, No. 193-197, the Art. 665) the National commission on the DECIDES: financial market

1. Approve Regulations on reorganization and dissolution of the organizations of collective investment into securities and societies of trust management of investments according to appendix.

2. This resolution becomes effective from the date of publication.

Chairman of the National commission on the financial market

Artur Hermann

Appendix

to the Resolution of the National commission on the financial market of the Republic of Moldova of January 16, 2015 No. 1/11

Regulations on reorganization and dissolution of the organizations of collective investment into securities and societies of trust management of investments

This Provision is partial transposition of the Directive 2009/65/EU of the European Parliament and Council of July 13, 2009 about coordination of acts of the legal force and administrative acts about the organizations of collective investment into securities (OKITsB) (reforming) published in the Official magazine of the European Union by L 302 of November 17, 2009 and Directives 2010/42/EU of the Commission of July 1, 2010 about application of the Directive 2009/65/EU of the European Parliament and Council in the part relating to merging of funds to structures like "master-feeder" and to the procedure of the notification (the relevant text for SEE) published in the Official magazine of the European Union by L 176 of July 10, 2010.

Chapter I. General provisions

1. This Provision determines procedure and the procedure of reorganization and dissolution/liquidation of the organizations of collective investment into securities (further - OKITsB) and reorganization of societies of trust management of investments (further - ODUI).

2. The concepts and expressions used in this Provision have the determinations provided by the Law on the capital market No. 171 of July 11, 2012 (further – the Law No. 171 of July 11, 2012). For the purposes of this provision the below-stated concepts and expressions have the following determinations:

rebalancing of portfolio – essential change of structure of portfolio of OKITsB;

the tough carrier – the tool (paper, CD ROM, the DVD, hard-disks of personal computers, etc.) which allows the investor to store information addressed to it personally so that it was available to the subsequent consultation and during the adequate period of time depending on the purposes of the relevant information and which gives the chance in accuracy to reproduce the stored information;

shares – the shares or investment shares issued by investment companies or, respectively, investment funds which take continuously place and redeemed.

Chapter II. Reorganization of OKITsB

3. Reorganization of OKITsB by consolidation is performed through accession and merge.

4. For the purpose of this provision accession is action in which one or several OKITsB or their investment divisions called attached by OKITsB transfer to the moment of the dissolution without liquidation all property of other existing OKITsB or to its investment division called by the accepting OKITsB in exchange for distribution of shares of the accepting OKITsB to owners of shares of the attached OKITsB, and also depending on case certain payment by cash which will not exceed 10% of net asset value of the attached OKITsB.

5. For the purpose of this provision merge is action in which two or several OKITsB or their investment divisions called by OKITsB participating in merge transfer to the moment of the dissolution without liquidation all property of newly created OKITsB or to its investment division, in exchange for distribution of shares of newly created OKITsB to owners of shares of OKITsB participating in merge, and also depending on case certain payment by cash which will not exceed 10% of net asset value of OKITsB participating in merge.

6. The consolidation performed according to Item 4, has the following consequences:

1) all assets and liabilities of the attached OKITsB are transferred by the accepting OKITsB or depending on case to depositary of the accepting OKITsB;

2) owners of shares of the attached OKITsB become owners of shares of the accepting OKITsB and depending on case they have the right to receive payment cash which does not exceed 10% of net asset value of the attached OKITsB; and

3) from the effective date associations the attached OKITsB stops the existence.

7. The consolidation performed according to Item 5, has the following consequences:

1) all assets and liabilities of OKITsB participating in merge are transferred by newly created OKITsB or depending on case to depositary of newly created OKITsB;

2) owners of shares of OKITsB participating in merge become owners of shares of newly created OKITsB and depending on case they have the right to receive payment cash which does not exceed 10% of net asset value of the shares belonging to them in OKITsB participating in merge; and

3) from the effective date the associations participating in merge of OKITsB stop the activities.

8. The decision on merging of two or several investment funds is accepted by ODUI which manage the relevant investment funds. The exclusive purpose of ODUI when implementing consolidation is protection of interests of investors of the investment funds which are subject to consolidation.

9. The decision on merging of two or several investment companies is accepted by general shareholder meeting, the investment companies participating in consolidation. Protection of interests of investors of the investment companies which are subject to consolidation shall be the exclusive purpose of consolidation.

10. Associations OKITsB affirm previously the National commission on the financial market (further – the National commission).

11. For execution of provisions of Item 10 of the National commission the application to which the following documents are enclosed is submitted:

1) the general draft agreement of the offered consolidation, including the protocol of the competent authority which made the decision on merging of the participating OKITsB;

2) the staticized version of the prospectus, the simplified prospectus/document with key information for investors (further – DKII) participating in combining OKITsB;

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