Asset stripping

(1) Where an AIF, alone or jointly with other AIF, acquires control over a non-listed company or an issuer under section 288, the AIF capital management company is obliged, within 24 months of the acquisition of control over the company by the AIF, 1. neither to permit nor to enable, support, or vote in favour of distributions, capital reductions, the redemption of shares, or the acquisition of own shares by the company under subsection (2), 2. insofar as it is entitled to vote on behalf of the AIF at meetings of the governing bodies of the company, not to vote in favour of distributions, capital reductions, the redemption of shares, or the acquisition of own shares by the company under subsection (2), and 3. in any case, to use its best endeavours to prevent distributions, capital reductions, the redemption of shares, or the acquisition of own shares by the company under subsection (2).
(2) The duties under subsection (1) relate to 1. distributions to shareholders made where the net assets shown in the company's annual financial statements at the close of the last financial year are, or, as a result of such a distribution, would become, lower than the amount of the subscribed capital plus reserves that may not be distributed under law or the articles of association, with the amount of the subscribed capital being reduced by the amount of the subscribed capital not yet called up, where the latter is not shown as an asset in the balance sheet; 2. distributions to shareholders the amount of which would exceed the amount of the profits at the end of the last financial year, plus any profits brought forward and sums drawn from reserves available for this purpose, less any losses brought forward and sums placed to reserve in accordance with law or the articles of association; 3. insofar as the acquisition of own shares is permitted, acquisitions by the company, including shares previously acquired by the company and held by it, and shares acquired by a person acting in its own name but on behalf of the company, that would have the effect of reducing the net assets below the threshold named in point 1.
(3) For the purposes of subsection (2), the following applies: 1. the term "distributions" used in subsection (2), points 1 and 2, refers in particular to the payment of dividends and interest relating to shares, 2. the provisions on capital reductions do not extend to reductions of the subscribed capital the purpose of which is to offset losses incurred or to include sums of money in a non-distributable reserve, provided that the amount of such reserve does not, following this measure, exceed 10 percent of the reduced subscribed capital, and 3. the restriction under subsection (2), point 3, is governed by Article 20(1)(b) to (h) of Directive 77/91/EEC.