C4C3C2C1Part 27Mergers and divisions of public companies

Annotations:
Modifications etc. (not altering text)
C4

Pts. 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))

C4Chapter 2Merger

Requirements applicable to merger

905Draft terms of scheme (merger)

1

A draft of the proposed terms of the scheme must be drawn up and adopted by the directors of the merging companies.

2

The draft terms must give particulars of at least the following matters—

a

in respect of each transferor company and the transferee company—

i

its name,

ii

the address of its registered office, and

iii

whether it is a company limited by shares or a company limited by guarantee and having a share capital;

b

the number of shares in the transferee company to be allotted to members of a transferor company for a given number of their shares (the “share exchange ratio”) and the amount of any cash payment;

c

the terms relating to the allotment of shares in the transferee company;

d

the date from which the holding of shares in the transferee company will entitle the holders to participate in profits, and any special conditions affecting that entitlement;

e

the date from which the transactions of a transferor company are to be treated for accounting purposes as being those of the transferee company;

f

any rights or restrictions attaching to shares or other securities in the transferee company to be allotted under the scheme to the holders of shares or other securities in a transferor company to which any special rights or restrictions attach, or the measures proposed concerning them;

g

any amount of benefit paid or given or intended to be paid or given—

i

to any of the experts referred to in section 909 (expert's report), or

ii

to any director of a merging company,

and the consideration for the payment of benefit.

3

The requirements in subsection (2)(b), (c) and (d) are subject to section 915 (circumstances in which certain particulars not required).