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Companies Act 2006

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932Circumstances in which meeting of members of transferee company not required (division)

(1)In the case of a division, it is not necessary for the scheme to be approved by the members of a transferee company if the court is satisfied that the following conditions have been complied with in relation to that company.

(2)The first condition is that publication of notice of receipt of the draft terms by the registrar took place in respect of that company at least one month before the date of the first meeting of members of the transferor company summoned for the purposes of agreeing to the scheme.

(3)The second condition is that the members of that company were able during the period beginning one month before, and ending on, that date—

(a)to inspect at the registered office of that company copies of the documents specified in section 926(3) relating to that company and every other company involved in the division, and

(b)to obtain copies of those documents or any part of them on request free of charge.

(4)The third condition is that—

(a)one or more members of that company, who together held not less than 5% of the paid-up capital of the company which carried the right to vote at general meetings of the company (excluding any shares in the company held as treasury shares) would have been able, during that period, to require a meeting of each class of members to be called for the purpose of deciding whether or not to agree to the scheme, and

(b)no such requirement was made.

(5)The first and second conditions above are subject to section 934 (power of court to exclude certain requirements).

933Agreement to dispense with reports etc (division)

(1)If all members holding shares in, and all persons holding other securities of, the companies involved in the division, being shares or securities that carry a right to vote in general meetings of the company in question, so agree, the following requirements do not apply.

(2)The requirements that may be dispensed with under this section are—

(a)the requirements of—

(i)section 923 (directors' explanatory report),

(ii)section 924 (expert’s report),

(iii)section 925 (supplementary accounting statement), and

(iv)section 927 (report on material changes in assets of transferor company); and

(b)the requirements of section 926 (inspection of documents) so far as relating to any document required to be drawn up under the provisions mentioned in paragraph (a)(i), (ii) or (iii) above.

(3)For the purposes of this section—

(a)the members, or holders of other securities, of a company, and

(b)whether shares or other securities carry a right to vote in general meetings of the company,

are determined as at the date of the application to the court under section 896.

934Power of court to exclude certain requirements (division)

(1)In the case of a division, the court may by order direct that—

(a)in relation to any company involved in the division, the requirements of—

(i)section 921 (publication of draft terms), and

(ii)section 926 (inspection of documents),

do not apply, and

(b)in relation to an existing transferee company, section 932 (circumstances in which meeting of members of transferee company not required) has effect with the omission of the first and second conditions specified in that section,

if the court is satisfied that the following conditions will be fulfilled in relation to that company.

(2)The first condition is that the members of that company will have received, or will have been able to obtain free of charge, copies of the documents listed in section 926—

(a)in time to examine them before the date of the first meeting of the members, or any class of members, of that company summoned for the purposes of agreeing to the scheme, or

(b)in the case of an existing transferee company where in the circumstances described in section 932 no meeting is held, in time to require a meeting as mentioned in subsection (4) of that section.

(3)The second condition is that the creditors of that company will have received or will have been able to obtain free of charge copies of the draft terms in time to examine them—

(a)before the date of the first meeting of the members, or any class of members, of the company summoned for the purposes of agreeing to the scheme, or

(b)in the circumstances mentioned in subsection (2)(b) above, at the same time as the members of the company.

(4)The third condition is that no prejudice would be caused to the members or creditors of the transferor company or any transferee company by making the order in question.

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