F1PART 4APROPERTY AIFS
CHAPTER 2ENTRY INTO AND MEMBERSHIP OF THE PROPERTY AIF REGIME
The corporate ownership condition
The corporate ownership condition69K
1
The corporate ownership condition is that the open-ended investment company must meet conditions A to C and (if applicable) condition D at the time that this Part begins to apply to the company and throughout the accounting period.
This is subject to regulation 69L(1).
2
Condition A is that no body corporate is beneficially entitled (directly or indirectly) to 10% or more of the net asset value of the fund.
3
Condition A is treated as met if—
a
the company has taken reasonable steps to prevent a body corporate from acquiring a holding of 10% or more of the net asset value of the fund,
b
a body corporate has nevertheless acquired such a holding,
c
immediately upon becoming aware of the situation, the company has taken steps to ensure that the holding is reduced below 10% of the net asset value of the fund, and
d
the company has continued, with all reasonable speed, to take steps to ensure that the holding is so reduced.
4
Condition B is that the company’s instrument of incorporation and its prospectus include provisions under which any body corporate which becomes a F2participant in the company—
a
must undertake not to acquire 10% or more of the share capital of the company, and
b
must undertake, on becoming aware that it has acquired 10% or more of the share capital of the company, to reduce its holding of that share capital below 10%.
5
Condition C is that the company’s instrument of incorporation and its prospectus include provisions under which a body corporate acquiring shares in the company must give a certificate in accordance with paragraph (6) or (7).
6
The certificate is a certificate that the body corporate acquiring shares holds the shares as beneficial owner.
7
The certificate is a certificate that the body corporate acquiring shares holds some or all of those shares otherwise than as a beneficial owner, but that the body corporate—
a
holds less than 10% of the share capital of the company on behalf of itself or any one other corporate beneficial owner, and
b
has obtained the undertakings in the terms specified in sub-paragraphs (a) and (b) of paragraph (4) from every other body corporate on whose behalf it owns shares in the company otherwise than as a beneficial owner.
8
Condition D is that, in a case in which the body corporate acquiring shares in the company gives a certificate in accordance with paragraph (7), the body corporate acquiring the shares has undertaken to disclose the following information to the manager of the company if the manager so requires—
a
the names of any body corporate on whose behalf the body corporate owns shares in the company otherwise than as a beneficial owner, and
b
the extent of the holding of that body corporate in the company.
The corporate ownership condition: further provisions69L
1
The open-ended investment company meets conditions B and C of the corporate ownership condition if it provides in its instrument of incorporation and its prospectus that a body corporate is prohibited from acquiring shares in the open-ended investment company.
2
The open-ended investment company meets conditions B and C of the corporate ownership condition if—
a
it provides in its instrument of incorporation and its prospectus that a body corporate is prohibited from acquiring shares F3as a participant in the open-ended investment company,
b
a body corporate (“BC”) acquires shares in the open-ended investment company,
c
BC does not hold those shares as beneficial owner, and
d
BC gives a certificate in accordance with paragraph (3).
3
The certificate is a certificate—
a
that BC does not hold any of the shares in the open-ended investment company as beneficial owner, and
b
that none of the beneficial owners of BC’s shares in the open-ended investment company is a body corporate.
4
Paragraph (5) applies if the trustees of a unit trust scheme—
a
hold shares in the open-ended investment company, and
b
are chargeable, in the United Kingdom, either to income tax or to corporation tax in their capacity as trustees of that unit trust scheme.
5
For the purposes of regulation 69K F4the unit trust scheme is treated as the beneficial owners of the shares; and a person holding units in the unit trust shall not be treated as beneficially entitled (directly or indirectly) to 10% or more of the net asset value of the open-ended investment company’s fund by virtue of holding the units.
6
In this Part “body corporate” means—
a
a body corporate incorporated under the laws of any part of the United Kingdom or any other territory, or
b
an entity which is treated as a body corporate for tax purposes—
i
in accordance with the law of a territory outside the United Kingdom with which relevant arrangements have been entered into, or
ii
in accordance with an international agreement containing relevant arrangements.
7
In paragraph (6) “relevant arrangements” means arrangements which—
a
have been entered into with a view to affording relief from double taxation, and
b
have effect by virtue of an Order in Council under section 788 of ICTA.
Pt. 4A inserted (6.4.2008) by The Authorised Investment Funds (Tax) (Amendment) Regulations 2008 (S.I. 2008/705), regs. 1, 5