908Directors' explanatory report (merger)U.K.
(1)The directors of each of the merging companies must draw up and adopt a report.
(2)The report must consist of—
(a)[F1the required statement explaining the effect of the compromise or arrangement,] and
(b)insofar as that statement does not deal with the following matters, a further statement—
(i)setting out the legal and economic grounds for the draft terms, and in particular for the share exchange ratio, and
(ii)specifying any special valuation difficulties.
[F2(2A)In subsection (2) “the required statement explaining the effect of the compromise or arrangement” means—
(a)in a case where a meeting is summoned under section 896 in relation to the compromise or arrangement, the statement required by section 897;
(b)in a case where a meeting is summoned under section 901C in relation to the compromise or arrangement, the statement required by section 901D.]
(3)The requirement in this section is subject to section 915 (circumstances in which reports not required) [F3, section 915A (other circumstances in which reports and inspection not required) and section 918A (agreement to dispense with reports etc).].
Textual Amendments
F1Words in s. 908(2) substituted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 36(4)(a) (with ss. 2(2), 5(2))
F2S. 908(2A) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 36(4)(b) (with ss. 2(2), 5(2))
F3Words in s. 908(3) added (1.8.2011 with application in accordance with reg. 1(2)) by The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 (S.I. 2011/1606), reg. 7
Modifications etc. (not altering text)
C1Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))