S.L. 386.12 Art. 3Interpretation.

(1) Any reference in these regulations to "the Act" shall be construed as a reference to the Companies Act, and subject to the provisions of sub-regulation (2), the provisions of article 2 of the Act shall also apply to these regulations.

(2) In these regulations, unless the context otherwise requires: "cross-border merger or mergers" means a merger or mergers referred to in regulation 4(1) and (2); "EC Directive" means the European Community Directive 2005/ 56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies, as amended from time to time;

"Directive 68/151/EEC" means the European Economic Community Directive 68/151/EEC of 9 March 1968 on the coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community, as amended by subsequent legislation; "company resulting from the merger" means either the acquiring company in the case of a merger of the type referred to in sub-regulation (4)(a) and (c), or the new company in the case of a merger of the type referred to in sub-regulation (4)(b); "foreign merging company or companies" means a company or companies registered in a Member State or EEA State other than Malta taking part in a cross-border merger and includes an acquiring company;

"management or administrative organ" means, in the case of a company registered in Malta, the board of directors;

"Maltese merging company or companies" means a company or companies registered in Malta taking part in a cross-border merger and includes an acquiring company; "merging companies" means all the companies taking part in a

*Repealed by Legal Notice 25 of 2023. cross-border merger and includes an acquiring company.

(3) For the purpose of these regulations, "company", unless otherwise qualified, means:

(a) a company as referred to in article 1 of Directive 68/ 151/EEC; or

(b) a company with share capital and having legal personality, possessing separate assets which alone serve to cover its debts and subject under the national law governing it to conditions concerning safeguards such as are provided for by European Community Directive 68/151/EEC for the protection of the interests of members or others.

(4) For the purpose of these regulations, "merger" means an operation whereby:

(a) one or more companies, on being dissolved without going into liquidation, transfer all their assets, rights, liabilities and obligations to another existing company ("the acquiring company") in exchange for the issue to their members of securities or shares representing the capital of that other company and, if applicable, a cash payment not exceeding 10% of the nominal value, or, in the absence of a nominal value, of the accounting par value of those securities or shares, hereinafter referred to as "merger by acquisition"; or

(b) two or more companies, on being dissolved without going into liquidation, transfer all their assets, rights, liabilities and obligations to a company that they form ("the new company") in exchange for the issue to their members of securities or shares representing the capital of that new company and, if applicable, a cash payment not exceeding 10% of the nominal value, or in the absence of a nominal value, of the accounting par value of those securities or shares, hereinafter referred to as "merger by formation"; or

(c) a company, on being dissolved without going into liquidation, transfers all its assets, rights, liabilities and obligations to the company holding all the securities or shares representing its capital, the acquiring company.