C1C2C3Part 27Mergers and divisions of public companies

Annotations:
Modifications etc. (not altering text)

Chapter 3Division

Requirements to be complied with in case of division

I1923Directors' explanatory report (division)

1

The directors of the transferor and each existing transferee company must draw up and adopt a report.

2

The report must consist of—

a

the statement required by section 897 (statement explaining effect of compromise or arrangement), and

b

insofar as that statement does not deal with the following matters, a further statement—

i

setting out the legal and economic grounds for the draft terms, and in particular for the share exchange ratio and for the criteria on which the allocation to the members of the transferor company of shares in the transferee companies was based, and

ii

specifying any special valuation difficulties.

3

The report must also state—

a

whether a report has been made to any transferee company under section 593 (valuation of non-cash consideration for shares), and

b

if so, whether that report has been delivered to the registrar of companies.

4

The requirement in this section is subject to section 933 (agreement to dispense with reports etc).