Part 27 U.K. Mergers and divisions of public companies

Modifications etc. (not altering text)

C1 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))

C2 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

C3 Pt. 27 applied (6.4.2008) by S.I. 2001/1228, Sch. 6 paras. 5, 6 (as amended by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 para. 223(4) (with arts. 6, 11, 12))

C4 Pt. 27 applied (6.4.2008) by 2000 c. 8, s. 105(5) (as substituted by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 para. 211(1) (with arts. 6, 11, 12))

Chapter 3 U.K. Division

Requirements to be complied with in case of division U.K.

923 Directors' explanatory report (division) U.K.

(1) The directors of the transferor and each existing transferee company must draw up and adopt a report.

(2) The report must consist of—

[F1 (a) the 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 for the criteria on 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.

[F2 (2A) 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 report must also state—

(a) whether a report has been made to any transferee company under section 593 (valuation of non-cash consideration for shares), and

(b) if so, whether that report has been delivered to the registrar of companies.

(4) The requirement in this section is subject to section 933 (agreement to dispense with reports etc) [F3 and section 933A (certain requirements excluded where shareholders given proportional rights)].

Textual Amendments

F1 S. 923(2)(a) substituted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 36(11)(a) (with ss. 2(2), 5(2))

F2 S. 923(2A) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 36(11)(b) (with ss. 2(2), 5(2))

F3 Words in s. 923(4) inserted (1.8.2011 with application in accordance with reg. 1(2)) by The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 (S.I. 2011/1606), reg. 21

Commencement Information

I1 S. 923 wholly in force at 6.4.2008; s. 923 not in force at Royal Assent see s. 1300; s. 923 in force at 6.4.2008 by S.I. 2007/3495, art. 3(1)(m) (with savings in arts. 7, 12 and subject to Sch. 1 para. 21)