S.L. 386.28 Art. 4Applicability.

(1) These regulations shall apply to cross-border mergers of limited liability companies formed in accordance with the law of a Member State or EEA State and having their registered office, central administration or principal place of business within the Community provided that at least two (2) of the limited liability companies involved in the merger are governed by the laws of different Member States or EEA States.

(2) These regulations shall also apply to cross-border mergers of limited liability companies formed in accordance with the law of any other approved country or jurisdiction provided that at least two (2) of the limited liability companies involved in the merger are governed by the laws of different approved countries or jurisdictions:

Provided further that for the purpose of mergers regulated by these regulations, at least one (1) of the merging companies, or the company resulting from the merger, must be registered in Malta.

(3) Notwithstanding the definition of "merger", these regulations shall also apply to cross-border mergers where the law of at least one (1) of the countries or jurisdictions concerned allows the cash payment referred to in paragraphs (a) and (b) of the definition to COMPANIES

exceed 10% of the nominal value or, in the absence of a nominal value, 10% of the accounting par value of the securities or shares representing the capital of the recipient companies.

(4) These regulations shall apply to companies which are:

(a) subject to preventive restructuring frameworks; or

(b) the subject of crisis prevention measures as defined in point (101) of Article 2(1) of Directive 2014/59/EU or in point (48) of Article 2 of Regulation (EU) 2021/23.

(5) These regulations shall not apply:

(a) to cross-border mergers involving a company the object of which is the collective investment of capital provided by the public, which operates on the principle of risk-spreading and the units of which are, at the holders’ request, repurchased or redeemed, directly or indirectly, out of the assets of that company. Action taken by such a company to ensure that the stock exchange value of its units does not vary significantly from its net asset value shall be regarded as equivalent to such repurchase or redemption;

(b) to a company which subject to resolution tools, powers and mechanisms provided for in Title IV of Directive 2014/59/EU or in Title V of Regulation (EU) 2021/23;

(c) to a company which is the subject of insolvency proceedings;

(d) to a company which is the subject of liquidation proceedings.