S.L. 386.16 Art. 21Conversions. S.L. 386.05.

A securitisation vehicle formed and constituted as a limited liability company under the Act, or continued in Malta in terms of the Continuation Regulations, may be converted into a securitisation cell company, subject to the submission of a written notification to the competent authority on the appropriate form accompanied by the following documentation:

(a) a copy of the board resolution approving the conversion, and the extraordinary resolution amending the securitisation vehicle’s memorandum and articles of association;

(b) a copy of the letter sent to all the securitisation vehicle’s securitisation creditors informing them of the intended conversion and allowing them a period of thirty days for the filing of any objections in court in accordance with sub-regulation (3);

(c) a copy of the notice published in accordance with sub-regulation (2);

(d) details of any representations received in reply to the letter mentioned at paragraph (b) or to the notice published in terms of sub-regulation (2); and

(e) any other information or explanations that the competent authority may reasonably require.

(2) The notice required in terms of sub-regulation (1)(d) shall be addressed to the company’s securitisation creditors, informing them of the intended conversion and allowing them thirty days for the filing of any objections in court in accordance with sub-regulation (3); and it shall be published by the company as follows:

(a) in a daily newspaper circulating wholly or mainly in Malta; or

(b) where it appears that the majority of the creditors reside outside Malta, in a daily newspaper circulating wholly or mainly in such other jurisdiction outside Malta; or

(c) where there is doubt as to where the majority of the creditors reside, in a daily newspaper which has wide international circulation.

(3) If a creditor of the company whose debt existed prior to the issue of the letter or publication of the notice referred to in sub-regulation (1) objects to the conversion by application filed in court within the period of thirty days from the notification as aforesaid, and satisfies the court that due to the proposed conversion the satisfaction of his claims would be prejudiced and that no adequate safeguards have been obtained from the company, the court shall either uphold the objection or allow the conversion on sufficient security being given.