3. A public company may apply to the court under section 425 of the 1985 Act for an order sanctioning a scheme falling within sub-paragraph (b) or (c) of paragraph 4(1) where—U.K.
(a)the scheme in question involves a compromise or arrangement with its members or creditors or any class of its members or creditors; and
(b)the consideration for the transfer or each of the transfers envisaged by the scheme is to be—
(i)shares in the transferee company receivable by members of the transferor company; or
(ii)where there is more than one transferor company and any one or more of them is an open-ended investment company, shares in the transferee company receivable by shareholders or members of the transferor companies (as the case may be),
in each case with or without any cash payment to shareholders.