Part 17

A company's share capital
Chapter 6

Public companies: independent valuation of non-cash consideration

Transfer of non-cash asset in initial period

Agreement for transfer of non-cash asset: requirements as to valuation and report
600
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 599 (public company: transfer of non-cash asset).
2
The valuer's report must state—
a
the consideration to be received by the company, describing the asset in question (specifying the amount to be received in cash) and the consideration to be given by the company (specifying the amount to be given in cash), and
b
the method and date of valuation.
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 to be received by the company is not less than the value of the consideration to be given by it.
4
Any reference in section 599 or this section to consideration given for the transfer of an asset includes consideration given partly for its transfer.
5
In such a case—
a
the value of any consideration partly so given is to be taken as the proportion of the consideration properly attributable to its transfer,
b
the valuer must carry out or arrange for such valuations of anything else as will enable him to determine that proportion, and
c
his report must state what valuations have been made for that purpose 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))