The Namibia Financial Institutions Supervisory Authority has issued a standard setting the approval conditions and procedural requirements for transfers, mergers and reorganisations involving collective investment schemes and their portfolios. The measure applies to collective investment schemes, their managers and representatives, nominee companies, and trustees or custodians, and requires NAMFISA’s prior written approval for any such transaction. As a baseline, a transaction cannot proceed without prior written consent from investors holding 51% in value of participatory interests in the original and targeted scheme or portfolio, where applicable. The standard creates exemptions from that consent requirement for certain mergers, reorganisations and transfers, subject to conditions including board approval, written confirmation from the trustee or custodian, investor notice and safeguards on asset quality, liquidity and mandate compliance. Investors in affected portfolios must receive at least 30 business days’ written notice before the effective date, and if investors holding 51% in value of participatory interests in the targeted portfolio object in writing, the manager cannot proceed and must notify NAMFISA within 14 business days. NAMFISA may approve a transaction only if investors will receive participatory interests with an aggregate value no lower than the lower of the net asset value or market value of their existing interests, the transaction does not unfairly prejudice investors, no majority in value of investors have objected within the prescribed period, and creditor rights and existing obligations are preserved or properly novated. Once approved and effective, the targeted scheme’s deed becomes binding on incoming investors, assets and liabilities transfer to the targeted scheme or portfolio, and equivalent participatory interests must be issued without registration or endorsement fees.
Namibia Financial Institutions Supervisory Authority2026-03-30
Namibia Financial Institutions Supervisory Authority sets approval and investor protection rules for collective investment scheme transfers mergers and reorganisations
The Namibia Financial Institutions Supervisory Authority has issued a standard governing transfers, mergers and reorganisations of collective investment schemes and portfolios. It requires prior NAMFISA approval and, as a rule, investor consent from holders of 51% in value of participatory interests, while allowing limited exemptions subject to notice, governance and asset-compatibility conditions. Approval depends on investor value being preserved, no unfair prejudice, no majority objection and protection of creditor rights and existing obligations.