C1C2C3Part 27Mergers and divisions of public companies
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))
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 2Merger
Requirements applicable to merger
905Draft terms of scheme (merger)
1
A draft of the proposed terms of the scheme must be drawn up and adopted by the directors of the merging companies.
2
The draft terms must give particulars of at least the following matters—
a
in respect of each transferor company and the transferee company—
i
its name,
ii
the address of its registered office, and
iii
whether it is a company limited by shares or a company limited by guarantee and having a share capital;
b
the number of shares in the transferee company to be allotted to members of a transferor company for a given number of their shares (the “share exchange ratio”) and the amount of any cash payment;
c
the terms relating to the allotment of shares in the transferee company;
d
the date from which the holding of shares in the transferee company will entitle the holders to participate in profits, and any special conditions affecting that entitlement;
e
the date from which the transactions of a transferor company are to be treated for accounting purposes as being those of the transferee company;
f
any rights or restrictions attaching to shares or other securities in the transferee company to be allotted under the scheme to the holders of shares or other securities in a transferor company to which any special rights or restrictions attach, or the measures proposed concerning them;
g
any amount of benefit paid or given or intended to be paid or given—
i
to any of the experts referred to in section 909 (expert's report), or
ii
to any director of a merging company,
and the consideration for the payment of benefit.
3
The requirements in subsection (2)(b), (c) and (d) are subject to section 915 (circumstances in which certain particulars not required).
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