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

908Directors' explanatory report (merger)

1

The directors of each of the merging companies must draw up and adopt a report.

2

The report must consist of—

a

F3the 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.

F22A

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) F1, section 915A (other circumstances in which reports and inspection not required) and section 918A (agreement to dispense with reports etc)..