Part 27

Mergers and divisions of public companies
Chapter 2

Merger

Requirements applicable to merger

Supplementary accounting statement (merger)
910
1
This section applies if the last annual accounts of any of the merging companies relate to a financial year ending before—
a
the date seven months before the first meeting of the company summoned for the purposes of approving the scheme, or
b
if no meeting of the company is required (by virtue of any of sections 916 to 918), the date six months before the directors of the company adopt the draft terms of the scheme.
1A
If the company has not made public a half-yearly financial report relating to a period ending on or after the date mentioned in subsection (1), the directors of the company must prepare a supplementary accounting statement.
2
That statement must consist of—
a
a balance sheet dealing with the state of affairs of the company as at a date not more than three months before the draft terms were adopted by the directors, and
b
where the company would be required under section 399 to prepare group accounts if that date were the last day of a financial year, a consolidated balance sheet dealing with the state of affairs of the company and the undertakings that would be included in such a consolidation.
3
The requirements of this Act ... as to the balance sheet forming part of a company's annual accounts, and the matters to be included in notes to it, apply to the balance sheet required for an accounting statement under this section, with such modifications as are necessary by reason of its being prepared otherwise than as at the last day of a financial year.
4
The provisions of section 414 as to the approval and signing of accounts apply to the balance sheet required for an accounting statement under this section.
5
In this section “
half-yearly financial report
” means a report of that description required to be made public by rules under section 89A of the Financial Services and Markets Act 2000
(transparency rules).
6
The requirement in this section is subject to section 915A (other circumstances in which reports and inspection not required) and section 918A (agreement to dispense with reports
etc
).
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))
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))
S. 910(1)(1A) substituted (1.8.2011 with application in accordance with reg. 1(2)) for s. 190(1) by The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 (S.I. 2011/1606), reg. 9(2)
S. 910(5)(6) added (1.8.2011 with application in accordance with reg. 1(2)) by The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 (S.I. 2011/1606), {reg. 9(3}
2000 c.8. Section 89A was inserted by section 1266 of the Companies Act 2006.
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))
Words in s. 910(3) omitted (31.12.2020) by virtue of The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/685), reg. 1(2), Sch. 1 para. 24 (with reg. 1(3)-(8), Sch. 1 para. 64) (as amended by S.I. 2020/335, regs. 1, 3, 4 and S.I. 2020/523, regs. 1(2), 22, 25(b)); 2020 c. 1, Sch. 5 para. 1(1)