S.I. No. 208/2010 - Rules of the Superior Courts (Order 75) 2010.
Notice of the making of this Statutory Instrument was published in |
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"Iris Oifigiúil" of 21st May, 2010. |
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We, the Superior Courts Rules Committee, constituted pursuant to the provisions of the section 16 of the section 16 of the section 16 of the Competition Act 2002 and to which paragraph (a) or (b) of section 18(1) of that Act applies or which is referred to in section 18(3) of that Act and which has been notified to the Competition Authority in accordance with that subsection, or |
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(ii) where the merger is such a merger or acquisition, confirm, and exhibit the original or a true copy of any document evidencing: |
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(I) that the Competition Authority has determined under section 21 or 22 of that Act that the merger may be put into effect, or |
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(II) that the Competition Authority has made a conditional determination (within the meaning of that Act) in relation to the merger, or |
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(III) confirm that the period specified in section 21(2) of that Act has elapsed without the Competition Authority having informed the undertakings which made the notification concerned of the determination (if any) it has made under paragraph (a) or (b) of section 21(2) aforesaid in relation to the merger, or |
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(IV) confirm that a period of four months has elapsed since the appropriate date (within the meaning of that Act) without the Competition Authority having made a determination under section 22 of that Act in relation to the merger; |
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(l) either: |
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(i) confirm that the merger is not a concentration with a Community dimension (within the meaning of Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (in this rule, the "Merger Control Regulation")), or |
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(ii) where the merger is such a concentration, confirm, and exhibit the original or a true copy of any document evidencing: |
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(I) that the European Commission has issued a decision under Article 8 of the Merger Control Regulation declaring the concentration compatible with the common market, or |
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(II) that the concentration is deemed to have been declared compatible with the common market pursuant to Article 10(6) of the Merger Control Regulation and specify the basis on which it is so deemed, or |
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(III) that after a referral by the European Commission to the Competition Authority under Article 9 of the Merger Control Regulation, one of the events specified in subparagraphs (I) to (IV) of paragraph (k)(ii), has occurred, and |
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(m) provide details of any requirement under any enactment for any other authorisation, approval, consent, waiver, licence, permission or agreement that affects the merger and confirm, and exhibit the original or a true copy of any document evidencing, that each such requirement has been satisfied. |
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(4) The Registrar of the Court shall send an attested copy of any order of the Court under Article 26 of the 2001 Council Regulation to the Registrar of Companies by pre-paid registered post or by any other means directed by the Court. |
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(5) Notwithstanding sub-rule (1), where an Irish merging company intends to seek a certificate under Article 25 of the 2001 Council Regulation and to join in an application under Article 26 of the 2001 Council Regulation in respect of the same merger, it shall be permissible for all of the merging companies intending to seek relief under Article 26 of the 2001 Council Regulation in respect of that merger to issue a single originating notice of motion in which is sought both the relief sought by the Irish merging company under Article 25 and, contingently on that relief being given, the relief sought by all of the merging companies under Article 26. In such case, the Irish merging company may seek relief under Article 25 on the date first fixed for the hearing of that originating notice of motion, and the Court may, on that date, give such directions for the further conduct of the proceedings and adjourn the application for other relief as it thinks appropriate. |
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32. (1) The Court may direct that all proceedings in relation to the same merger (including any proceedings under Regulation 12 or Regulation 26) be listed together for hearing in such sequence as the Court may direct. |
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(2) Where, in any proceedings under this Part, a document exhibited to any affidavit or produced to the Court is not in one of the official languages of the State, a translation thereof into the Irish or English language, certified by a person competent and qualified for the purpose, shall be admissible as evidence of same. The competence and qualification of the translator shall be verified by affidavit. ", and |
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(iii) by the insertion in Appendix N, immediately following Form No. 10 of the forms in the Schedule. |
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SCHEDULE |
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O. 75, r. 25(8) |
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No. 11 |
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PRE-MERGER CERTIFICATE |
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THE HIGH COURT |
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20.... No..... |
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In the matter of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies |
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and Regulation 13 of the European Communities (Cross-Border Mergers) Regulations 2008 |
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On the application of. |
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having its registered office at |
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an Irish merging company (hereinafter referred to as "the Applicant"), under the above-mentioned Regulation in respect of a proposed merger with ................ |
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THE COURT HEREBY CERTIFIES that the Applicant has completed properly the pre-merger requirements in respect of such merger. |
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Dated this .. day of . 20.. |
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Signed.. |
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Registrar |
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O. 75, r. 30(5) |
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No. 12 |
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PRE-MERGER CERTIFICATE |
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(FORMATION OF EUROPEAN PUBLIC LIMITED LIABILITY COMPANY BY MERGER) |
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THE HIGH COURT |
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20.... No..... |
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In the matter of Article 25(2) of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) |
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On the application of. |
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having its registered office at |
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an Irish merging company (hereinafter referred to as "the Applicant"), under the above-mentioned Regulation in respect of a proposed merger with ................ |
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THE COURT HEREBY CERTIFIES that the Applicant has completed properly the pre-merger acts and formalities in respect of such merger. |
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Dated this .. day of . 20.. |
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Signed.. |
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Registrar |
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EXPLANATORY NOTE |
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(This does not form part of the Instrument and does not purport to be a legal interpretation.) |
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These rules amend Order 75 of the Rules of the Superior Courts by the insertion therein of new Parts XI, XII, and XIII regulating, respectively, the procedure in respect of proceedings under the European Communities (Cross-Border Mergers) Regulations 2008 ( S.I. No 157 of 2008 ), the European Communities (Mergers and Divisions of Companies) Regulations 1987 ( S.I. No 137 of 1987 ) and the European Communities (European Public Limited-Liability Company) Regulations 2007 ( S.I. No 21 of 2007 ). |