Part 17

A company's share capital
Chapter 6

Public companies: independent valuation of non-cash consideration

Non-cash consideration for shares

Non-cash consideration for shares: requirements as to valuation and report
596
1
The provisions of sections 1150 to 1153 (general provisions as to independent valuation and report) apply to the valuation and report required by section 593 (public company: valuation of non-cash consideration for shares).
2
The valuer's report must state—
a
the nominal value of the shares to be wholly or partly paid for by the consideration in question;
b
the amount of any premium payable on the shares;
c
the description of the consideration and, as respects so much of the consideration as he himself has valued, a description of that part of the consideration, the method used to value it and the date of the valuation;
d
the extent to which the nominal value of the shares and any premium are to be treated as paid up—
i
by the consideration;
ii
in cash.
3
The valuer's report must contain or be accompanied by a note by him—
a
in the case of a valuation made by a person other than himself, that it appeared to himself reasonable to arrange for it to be so made or to accept a valuation so made,
b
whoever made the valuation, that the method of valuation was reasonable in all the circumstances,
c
that it appears to the valuer that there has been no material change in the value of the consideration in question since the valuation, and
d
that, on the basis of the valuation, the value of the consideration, together with any cash by which the nominal value of the shares or any premium payable on them is to be paid up, is not less than so much of the aggregate of the nominal value and the whole of any such premium as is treated as paid up by the consideration and any such cash.
4
Where the consideration to be valued is accepted partly in payment up of the nominal value of the shares and any premium and partly for some other consideration given by the company, section 593 and the preceding provisions of this section apply as if references to the consideration accepted by the company included the proportion of that consideration that is properly attributable to the payment up of that value and any premium.
5
In such a case—
a
the valuer must carry out, or arrange for, such other valuations as will enable him to determine that proportion, and
b
his report must state what valuations have been made under this subsection and also the reason for, and method and date of, any such valuation and any other matters which may be relevant to that determination.
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
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))