113. Application and interpretation of Part 8

(1) This Part applies only to the extent that a Merging Company is a Public Company.

(2) In this Part:

1. (a) a reference to a Merging Body is a reference to a body proposing to merge with any 1 or more of the following:
2. (i) a Company or Recognised Company;

(ii) a Body Corporate (other than a Recognised Company) incorporated outside the AIFC;

(and Merging Company has a corresponding meaning); and

1. (b) a reference to a Merged Body is a reference to the body resulting from a merger under this Part, which may be:
2. (i) a new Company or a new Body Corporate incorporated outside the AIFC (a New Body); or

(ii) an existing Company or an existing Body Corporate incorporated outside the AIFC (a Survivor Body);

(and Merged Company, New Company and Survivor Company have corresponding meanings).

(3) This Part does not apply to any Foreign Company that is declared to be an excluded body under the Rules.

(4) Chapter 11 (Protection of Minorities in Takeovers) of Part 7 (Private Companies and Public Companies) does not prevent the acquisition or takeover of a Merging Body by another Merging Body by way of a merger under this Part.

(5) This Part does not apply to a Company if the Company is being wound up under the AIFC Insolvency Regulations.

(6) In this Part:

Group Merger means a merger in which the Merging Bodies are:

1. (a) a Holding Company and 1 or more Wholly-Owned Subsidiaries of the Holding Company; or
2. (b) a Wholly-Owned Subsidiary of a Body Corporate and 1 or more of the following:
3. (i) the Body Corporate;

(ii) 1 or more other Wholly-Owned Subsidiaries of the Body Corporate.

(7) For this Part, the Rules may prescribe the following:

1. (a) pre-registration steps–if all Merging Bodies are Companies;
2. (b) pre-registration steps–if a Merged Body is not a Company;
3. (c) pre-registration steps–applicable in all other cases; and
4. (d) any other procedures or matter that is required to assist or facilitate a merger to which this Part applies.