Companies Act 1985 (c. 6)

SCHEDULES

[F1 SCHEDULE [F2 15B] U.K. PROVISIONS SUBJECT TO WHICH SS. 425–427 HAVE EFFECT IN THEIR APPLICATION TO MERGERS AND DIVISIONS OF PUBLIC COMPANIES]

Textual Amendments

F1 Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II

F2 Sch. 15A renumbered by Companies Act 1989 (c. 40, SIF 27), ss. 114(2), 213(2)

Directors’ report E+W+S

[F3 4 (1) The directors’ report shall consist of—

(a) the statement required by section 426, and

(b) insofar as that statement does not contain 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, where the scheme is a Case 3 Scheme, for the criteria upon which the allocation to the members of the transferor company of shares in the transferee companies was based, and

(ii) specifying any special valuation difficulties.

(2) Where the scheme is a Case 3 Scheme the directors’ report shall also state whether a report has been made to the transferee company under section 103 (non-cash consideration to be valued before allotment) and, if so, whether that report has been delivered to the registrar of companies.]

Textual Amendments

F3 Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II