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- Point in Time (01/10/2007)
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Version Superseded: 06/04/2008
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420A.—(1) Where—
(a)a compromise or arrangement is proposed between a public company and any such persons as are mentioned in Article 418(1) for the purposes of, or in connection with, a scheme for the reconstruction of any company or companies or the amalgation of any two or more companies,
(b)the circumstances are as specified in any of the Cases described in paragraph (2), and
(c)the consideration for the transfer or each of the transfers envisaged in the Case in question is to be shares in the transferee company or any of the transferee companies receivable by members of the transferor company or transferor companies, with or without any cash payment to members,
Articles 418 to 420 shall, as regards that compromise or arrangement, have effect subject to the provisions of this Article and Schedule[F2 15B].
(2) The cases referred to in paragraph (1) are as follows—
Where under the scheme the undertaking, property and liabilities of the company in respect of which the compromise or arrangement in question is proposed are to be transferred to another public company, other than one formed for the purpose of, or in connection with, the scheme.
Where under the scheme the undertaking, property and liabilities of each of two or more public companies concerned in the scheme, including the company in respect of which the compromise or arrangement in question is proposed, are to be transferred to a company (whether or not a public company) formed for the purpose of, or in connection with, the scheme.
Where under the scheme the undertaking, property and liabilities of the company in respect of which the compromise or arrangement in question is proposed are to be divided among and transferred to two or more companies each of which is either—
(a)a public company, or
(b)a company (whether or not a public company) formed for the purposes of, or in connection with, the scheme.
(3) Before sanctioning any compromise or arrangement under Article 418(2) the court may, on the application of any pre-existing transferee company or any member or creditor of it or,[F3where the company is in administration], the administrator, order a meeting of the members of the company or any class of them or of the creditors of the company or any class of them to be summoned in such manner as the court directs.
(4) This Article does not apply where the company in respect of which the compromise or arrangement is proposed is being wound-up.
(5) This Article does not apply to compromises or arrangements in respect of which an application has been made to the court for an order under Article 418(1) before 1st January 1988.
(6) Where Article 420 would apply in the case of a scheme but for the fact that the transferee company or any of the transferee companies is a company within the meaning of section 735(1) of the Companies Act 1985 (and thus not within the definition of “company” in Article 420(6)), Article 420 shall apply notwithstanding that fact.
(7) In the case of a scheme mentioned in paragraph (1), for a company within the meaning of section 735(1) of the Companies Act 1985, the reference in Article 420(5) to the registrar shall have effect as a reference to the registrar of companies as defined in section 744 of that Act.
(8) In this Article and Schedule[F2 15B]
“transferor company” means a company whose undertaking, property and liabilities are to be transferred by means of a transferor envisaged in any of the Cases specified in paragraph (2);
“transferee company” means a company to which a transfer envisaged in any of those Cases is to be made;
“pre-existing transferee company” means a transferee company other than one formed for the purpose of, or in connection with, the scheme;
“compromise or arrangement” means a compromise or arrangement to which paragraph (1) applies;
“the scheme” means the scheme mentioned in paragraph (1)(a);
“company” includes only a company as defined in Article 3(1) except that, in the case of a transferee company, it also includes a company as defined in section 735(1) of the Companies Act 1985 (referred to in these definitions as a “Great Britain company”);
“public company” means, in relation to a transferee company which is a Great Britain company, a public company within the meaning of section 1(3) of the Companies Act 1985;
“registrar” means, in relation to a transferee company which is a Great Britain company, the registrar of companies as defined in section 744 of the Companies Act 1985;
“the Gazette” means the Belfast Gazette or, in relation to a transferee comapny which is a Great Britain company, the Gazette as defined in section 744 of the Companies Act 1985;
“Case 1 Scheme”, “Case 2 Scheme” and “Case 3 Scheme” mean a scheme of the kind described in Cases 1, 2 and 3 of paragraph (2) respectively;
“property” and “liabilities” have the same meaning as in Article 420;
“administrator” means a person appointed as defined in section 8(2) of the Insolvency Act 1986; and
“administration order” means an order of the court under section 8 of that Act.]
F3Words in art. 420A(3) substituted (27.3.2006) by Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)), arts. 1(3), 3(3), Sch. 2 para. 15; S.R. 2006/21, art. 2 (with S.R. 2006/22, arts. 2-7)
F4Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}
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