Part 7 Part 7 Transfer Schemes
85. Transfer Schemes(1) No Transfer Scheme is to have effect unless an order has been made in relation to it under section 86. Nothing in this section prevents any person from exercising any other right or power he may have to transfer or receive the transfer of any asset or assume any liability.(2) For the purposes of these Regulations, a Transfer Scheme means a scheme which results in the transfer of —(a) the whole or part of a business carried on by an Authorised Person or Recognised Body which is incorporated in, or formed under the law of the Abu Dhabi Global Market, ("the person concerned") to another body ("the transferee");(b) the whole or part of a business carried on in the Abu Dhabi Global Market by an Authorised Person or Recognised Body not incorporated in, or formed under the law of the Abu Dhabi Global Market ("the person concerned") to another body ("the transferee"); or(c) the Fund Property of a Fund or of a Sub-Fund of an Umbrella Fund ("the Fund concerned") to another Fund ("the transferee").
86. Application for an order sanctioning a scheme(1) An Application in relation to a firm may be made to the Court for an order sanctioning a Transfer Scheme. An Application may be made by —(a) the person concerned;(b) the transferee; or(c) both the person concerned and the transferee.(2) An Application in relation to a Fund may be made to the Court for an order sanctioning a Transfer Scheme. An Application may be made by —(a) the Fund concerned;(b) the Fund Manager, Trustee or auditor of the Fund concerned; or(c) the transferee.(3) The Court may grant an order if it considers that it is appropriate in the circumstances to sanction the Transfer Scheme.
87. Rights to be heard
The following have the right to be heard in an Application under section 86 —(a) any person who alleges that he would be adversely affected if the scheme were to be carried out; and(b) the Regulator.
88. Powers of the Court in relation to a Transfer Scheme(1) If the Court makes an order sanctioning a Transfer Scheme, it may, by that order or any subsequent order, provide for any of the following —(a) the transfer of the whole or part of the undertaking concerned and of any property or liabilities of the person concerned or the Fund concerned;(b) the transferee to continue any pending legal proceedings by or against the person concerned or the Fund concerned;(c) incidental, consequential and supplementary matters which are necessary to ensure that the scheme is fully and effectively carried out;(d) the interests of any person who objects to the scheme to be dealt with in such manner as the Court may direct;(e) the dissolution (but not Winding-Up) of any person concerned or any Fund concerned; and(f) the reduction, on such terms and conditions it thinks fit, of the benefits payable under —(i) any insurance policy; or(ii) insurance policies generally;entered into by the person concerned or the Fund concerned and transferred as a result of the Transfer Scheme.(2) An order may —(a) transfer property or liabilities whether or not the person concerned or the Fund concerned otherwise has the capacity to effect the transfer in question;(b) make provision in relation to property which was held by the person concerned or the Fund concerned as trustee;(c) make provision as to future or contingent rights or liabilities of the person concerned or the Fund concerned, including provision as to the construction of instruments under which such rights or liabilities may arise.(3) If an order makes provision for the transfer of property or liabilities —(a) the property is transferred to and vests in; and(b) the liabilities are transferred to and become liabilities of;the transferee as a result of the order.(4) If any property or liability included in the order is governed by the law of any jurisdiction other than the Abu Dhabi Global Market, the Court may order the person concerned or the Fund concerned, if the transferee so requires, to take all necessary steps to secure that the transfer of the property or liability is fully effective under the law of that country or territory.(5) Property transferred as the result of an order under this section may, if the Court so directs, vest in the transferee free from any Charge which is (as a result of the scheme) to cease to have effect.(6) An order under this section which provides for the transfer of property is to be treated as an instrument of transfer for the purposes of any enactment requiring the delivery of an instrument of transfer to register property.
89. Requirements of a Scheme(1) An Application under section 86 in respect of a scheme shall be accompanied by a report on the terms of the Transfer Scheme (a "Scheme Report").(2) A Scheme Report may only be made by a person—(a) who, in the Regulator's opinion, has the necessary skills to make a proper report; and(b) is nominated or approved by the Regulator.(3) A Scheme Report must be made in a form approved by the Regulator.(4) The Regulator may direct that a Scheme Report need not be provided, if for reasons of urgency, it is in the interests of the Abu Dhabi Global Market to do so.(5) The person concerned or the Fund concerned must provide written notice of the proposed transfer to all interested parties as determined by the Regulator at their last known mailing address.(6) The person concerned or the Fund concerned must publish a notice in a designated newsletter which it thinks would be most suitable for bringing the notice to the attention of those who would be affected by the proposed transfer.(7) The Regulator may direct that a notice under subsection (5) and (6) need not be provided, if, for reasons of urgency, it is in the interests of the Abu Dhabi Global Market to do so.(8) The Court may choose not to make a determination regarding an Application under section 86 if either the Applicant or the person concerned or the Fund concerned have failed to comply with the requirements of this section.
90. Conditions for sanctioning a Transfer Scheme
Before the Court may make an order for a Transfer Scheme, it must be satisfied that the transferee, before the Transfer Scheme takes effect —(a) will have procured all necessary authorisations required to enable the business to be transferred to be carried on in the same manner by the transferee;(b) has adequate financial resources to carry on the business in accordance with the governing law of the jurisdiction to which it is to be transferred (if applicable).
The Regulator may by Rules modify any provision in this Chapter where necessary for the purpose of furthering one or more of its objectives.