Companies Act 2006

915 Circumstances in which certain particulars and reports not required (merger) U.K.

(1) This section applies in the case of a merger by absorption where all of the relevant securities of the transferor company (or, if there is more than one transferor company, of each of them) are held by or on behalf of the transferee company.

(2) The draft terms of the scheme need not give the particulars mentioned in section 905(2)(b), (c) or (d) (particulars relating to allotment of shares to members of transferor company).

(3) [F1 In a case where a meeting has been summoned under section 896 in relation to the compromise or arrangement, section 897] (explanatory statement to be circulated or made available) does not apply.

[F2 (3A) In a case where a meeting has been summoned under section 901C in relation to the compromise or arrangement, section 901D (explanatory statement to be circulated or made available) does not apply.]

(4) The requirements of the following sections do not apply—

• section 908 (directors' explanatory report),

• section 909 (expert's report).

(5) The requirements of section 911 (inspection of documents) so far as relating to any document required to be drawn up under the provisions mentioned in [F3 subsection (4)] above do not apply.

(6) In this section “relevant securities”, in relation to a company, means shares or other securities carrying the right to vote at general meetings of the company.

Textual Amendments

F1 Words in s. 915(3) substituted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 36(6)(a) (with ss. 2(2), 5(2))

F2 S. 915(3A) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 36(6)(b) (with ss. 2(2), 5(2))

F3 Word in s. 915(5) substituted (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 28(4)