S.L. 386.28 Art. 3Interpretation. 

In these regulations, unless the context otherwise requires:

"Act" means the Companies Act;

"company" means:

(i) a limited liability company formed in accordance with Maltese law, any other limited liability company listed in Annex II of Directive 2017/1132/EU and any other body corporate formed and incorporated or registered under the laws of any other approved country or jurisdiction which is similar in nature to a company registered under Maltese legislation;

(ii) a company with share capital and having legal personality, possessing separate assets which alone serve to cover its debts and that is subject, under the national law governing it, to conditions concerning guarantees such as are provided for by Directive 2017/ 1132/EU for the protection of the interests of members or others;

"company resulting from the merger" means either the acquiring company in the case of a merger of the type referred to in sub-regulation (2)(a), (c) and (d) or the new company in the case of a merger of the type referred to in sub-regulation (2)(b);

"cross-border merger or mergers" means a merger or mergers as referred to in this regulation;

"Directive 2002/14/EC" means Directive 2002/14/EC of COMPANIES

the European Parliament and of the Council of 11 March 2002 establishing a general framework for informing and consulting employees in the European Community;

"Directive 2009/38/EC" means Directive 2009/38/EC of the European Parliament and of the Council of 6 May 2009 on the establishment of a European Works Council or a procedure in Community-scale undertakings and Community-scale groups of undertakings for the purposes of informing and consulting employees;

"Directive 2014/59/EU" means Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/ EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and

(EU) No 648/2012, of the European Parliament and of the Council;

"Directive 2017/1132/EU" means Directive 2017/1132/ EU of the European Parliament and of the Council relating to certain aspects of company law;

"Directive 2019/2121/EU" means Directive 2019/2121/ EU of the European Parliament and of the Council of 27 November 2019 amending Directive 2017/1132/EU as regards cross-border mergers, mergers and mergers;

"merger" means an operation whereby:

(a) one (1) or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities 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;

(b) two (2) or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities 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 ("merger by formation");

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

(d) one (1) or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to the acquiring company, without the issue of any new shares by the acquiring company, provided that one (1) person holds directly or indirectly all the shares in the merging companies or the members of the merging companies hold their securities and shares in the same proportion in all merging companies.

"merging company" means a company taking part in a cross-border merger including an acquiring company and "merging companies" shall be construed accordingly;

"Regulation (EU) 2021/23" means Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties and amending Regulations (EU) No 1095/2010, (EU) No 648/2012, (EU) No 600/2014, (EU) No 806/2014 and (EU) 2015/2365 and Directives 2002/47/EC, 2004/25/EC, 2007/36/EC, 2014/59/EU and (EU) 2017/1132;