Companies Act 2006

Yn ddilys o 06/04/2008

932 Circumstances in which meeting of members of transferee company not required (division) U.K.

(1) In the case of a division, it is not necessary for the scheme to be approved by the members of a transferee company if the court is satisfied that the following conditions have been complied with in relation to that company.

(2) The first condition is that publication of notice of receipt of the draft terms by the registrar took place in respect of that company at least one month before the date of the first meeting of members of the transferor company summoned for the purposes of agreeing to the scheme.

(3) The second condition is that the members of that company were able during the period beginning one month before, and ending on, that date—

(a) to inspect at the registered office of that company copies of the documents specified in section 926(3) relating to that company and every other company involved in the division, and

(b) to obtain copies of those documents or any part of them on request free of charge.

(4) The third condition is that—

(a) one or more members of that company, who together held not less than 5% of the paid-up capital of the company which carried the right to vote at general meetings of the company (excluding any shares in the company held as treasury shares) would have been able, during that period, to require a meeting of each class of members to be called for the purpose of deciding whether or not to agree to the scheme, and

(b) no such requirement was made.

(5) The first and second conditions above are subject to section 934 (power of court to exclude certain requirements).