917 Circumstances in which no meetings required (merger)
(1) This section applies in the case of a merger by absorption where all of the relevant securities of the transferor company (or, if there is more than one transferor company, of each of them) are held by or on behalf of the transferee company.
(2) It is not necessary for the scheme to be approved at a meeting of the members, or any class of members, of any of the merging companies if the court is satisfied that the following conditions have been complied with.
(3) The first condition is that either subsection (3A) or subsection (3B) is satisfied.
(3A) This subsection is satisfied if publication of notice of receipt of the draft terms by the registrar took place in respect of all the merging companies at least one month before the date of the court's order.
(3B) This subsection is satisfied if—
(a) the conditions in section 906A(2) to (4) are met in respect of each of the merging companies,
(b) in each case, the registrar published the notice mentioned in subsection (4) of that section in the Gazette at least one month before the date of the court's order, and
(c) the draft terms remained available on the website throughout the period beginning one month before, and ending on, that date.
(4) The second condition is that subsection (4A) or (4B) is satisfied for each of the documents listed in the applicable paragraphs of section 911(3)(a) to (f) relating to the transferee company and the transferor company (or, if there is more than one transferor company, each of them).
(4A) This subsection is satisfied for a document if the members of the transferee company were able during the period beginning one month before, and ending on, the date mentioned in subsection (3A) to inspect that document at the registered office of that company.
(4B) This subsection is satisfied for a document if—
(a) the document is made available on a website which is maintained by or on behalf of the transferee company and identifies the company,
(b) access to the document on the website is not conditional on the payment of a fee or otherwise restricted, and
(c) the document remains available on the website throughout the period beginning one month before, and ending on, the date mentioned in subsection (3A).
(4C) The third condition is that the members of the transferee company were able to obtain copies of the documents mentioned in subsection (4), or any part of those documents, on request and free of charge, throughout the period beginning one month before, and ending on, the date mentioned in subsection (3A).
(4D) For the purposes of subsection (4C)—
(a) section 911A(5) applies as it applies for the purposes of section 911(1)(b), and
(b) Part 4 of Schedule 5 (communications by means of a website) does not apply.
(5) The fourth condition is that—
(a) one or more members of the transferee company, who together held not less than 5% of the paid-up capital of the company which carried the right to vote at general meetings of the company (excluding any shares in the company held as treasury shares) would have been able, during that period, to require a meeting of each class of members to be called for the purpose of deciding whether or not to agree to the scheme, and
(b) no such requirement was made.
(6) In this section “relevant securities”, in relation to a company, means shares or other securities carrying the right to vote at general meetings of the company.
917A Other circumstances in which meeting of members of transferor company not required (merger)
In the case of a compromise or arrangement to be sanctioned under Part 26A, it is not necessary for the scheme to be approved by the members of the company in respect of which the compromise or arrangement is proposed.
918 Other circumstances in which meeting of members of transferee company not required (merger)
(1) In the case of any merger by absorption, it is not necessary for the scheme to be approved by the members of the transferee company if the court is satisfied that the following conditions have been complied with.
(2) The first condition is that either subsection (2A) or subsection (2B) is satisfied.
(2A) This subsection is satisfied if publication of notice of receipt of the draft terms by the registrar took place in respect of the transferee company at least one month before the date of the first meeting of members, or any class of members, of the transferor company (or, if there is more than one transferor company, any of them) summoned for the purposes of agreeing to the scheme.
(2B) This subsection is satisfied if—
(a) the conditions in section 906A(2) to (4) are met in respect of the transferee company,
(b) the registrar published the notice mentioned in subsection (4) of that section in the Gazette at least one month before the date of the first meeting of members, or any class of members, of the transferor company (or, if there is more than one transferor company, any of them) summoned for the purposes of agreeing to the scheme, and
(c) the draft terms remained available on the website throughout the period beginning one month before, and ending on, that date.
(3) The second condition is that subsection (3A) or (3B) is satisfied for each of the documents listed in the applicable paragraphs of section 911(3) relating to the transferee company and the transferor company (or, if there is more than one transferor company, each of them).
(3A) This subsection is satisfied for a document if the members of the transferee company were able during the period beginning one month before, and ending on, the date of any such meeting as is mentioned in subsection (2A) to inspect that document at the registered office of that company.
(3B) This subsection is satisfied for a document if—
(a) the document is made available on a website which is maintained by or on behalf of the transferee company and identifies the company,
(b) access to the document on the website is not conditional on the payment of a fee or otherwise restricted, and
(c) the document remains available on the website throughout the period beginning one month before, and ending on, the date of any such meeting as is mentioned in subsection (2A).
(3C) The third condition is that the members of the transferee company were able to obtain copies of the documents mentioned in subsection (3), or any part of those documents, on request and free of charge, throughout the period beginning one month before, and ending on, the date of any such meeting as is mentioned in subsection (2A).
(3D) For the purposes of subsection (3C)—
(a) section 911A(5) applies as it applies for the purposes of section 911(1)(b), and
(b) Part 4 of Schedule 5 (communications by means of a website) does not apply.
(4) The fourth condition is that—
(a) one or more members of that company, who together held not less than 5% of the paid-up capital of the company which carried the right to vote at general meetings of the company (excluding any shares in the company held as treasury shares) would have been able, during that period, to require a meeting of each class of members to be called for the purpose of deciding whether or not to agree to the scheme, and
(b) no such requirement was made.
918A Agreement to dispense with reports etc (merger)
(1) If all members holding shares in, and all persons holding other securities of, the merging companies, being shares or securities that carry a right to vote in general meetings of the company in question, so agree, the following requirements do not apply.
(1A) The requirements that may be dispensed with under this section are—
(a) the requirements of—
(i) i)section 908 (directors' explanatory report),
(ii) section 909 (expert's report),
(iii) section 910 (supplementary accounting statement), and
(iv) section 911B (report on material changes of assets of merging company); and
(b) the requirements of section 911 (inspection of documents) so far as relating to any document required to be drawn up under sections 908, 909 or 910.
(2) For the purposes of this section—
(a) the members, or holders of other securities, of a company, and
(b) whether shares or other securities carry a right to vote in general meetings of the company,
are determined as at the date of the relevant application.
(3) In subsection (2) “the relevant application” means—
(a) in the case of a compromise or arrangement to be sanctioned under Part 26, the application to the court under section 896;
(b) in the case of a compromise or arrangement to be sanctioned under Part 26A, the application to the court under section 901C(1).
919 Divisions and companies involved in a division
(1) The scheme involves a division where under the scheme the undertaking, property and liabilities of the company in respect of which the compromise or arrangement is proposed are to be divided among and transferred to two or more companies each of which is either—
(a) an existing public company, or
(b) a new company (whether or not a public company).
(2) References in this Part to the companies involved in the division are to the transferor company and any existing transferee companies.
(1) A draft of the proposed terms of the scheme must be drawn up and adopted by the directors of each of the companies involved in the division.
(2) The draft terms must give particulars of at least the following matters—
(a) in respect of the transferor company and each 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 a transferee company to be allotted to members of the 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 a transferee company;
(d) the date from which the holding of shares in a 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 the transferor company are to be treated for accounting purposes as being those of a transferee company;
(f) any rights or restrictions attaching to shares or other securities in a transferee company to be allotted under the scheme to the holders of shares or other securities in the 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 924 (expert's report), or
(ii) to any director of a company involved in the division,
and the consideration for the payment of benefit.
(3) The draft terms must also—
(a) give particulars of the property and liabilities to be transferred (to the extent that these are known to the transferor company) and their allocation among the transferee companies;
(b) make provision for the allocation among and transfer to the transferee companies of any other property and liabilities that the transferor company has acquired or may subsequently acquire; and
(c) specify the allocation to members of the transferor company of shares in the transferee companies and the criteria upon which that allocation is based.
921 Publication of draft terms by registrar(division)
(1) The directors of each company involved in the division must deliver a copy of the draft terms to the registrar.
(2) The registrar must publish in the Gazette notice of receipt by him from that company of a copy of the draft terms.
(3) That notice must be published at least one month before the date of any meeting of that company summoned for the purposes of approving the scheme.
(4) The requirements in this section are subject to section 921A (publication of draft terms on company website) and section 934 (power of court to exclude certain requirements).
921A Publication of draft terms on company website (division)
(1) Section 921 does not apply in respect of a company if the conditions in subsections (2) to (6) are met.
(2) The first condition is that the draft terms are made available on a website which—
(a) is maintained by or on behalf of the company, and
(b) identifies the company.
(3) The second condition is that neither access to the draft terms on the website nor the supply of a hard copy of them from the website is conditional on payment of a fee or otherwise restricted.
(4) The third condition is that the directors of the company deliver to the registrar a notice giving details of the website.
(5) The fourth condition is that the registrar publishes the notice in the Gazette at least one month before the date of any meeting of the company summoned for the purpose of approving the scheme.
(6) The fifth condition is that the draft terms remain available on the website throughout the period beginning one month before, and ending on, the date of any such meeting.
922 Approval of members of companies involved in the division
(1) The scheme must be approved by a majority in number, representing 75% in value, of each class of members of each of the companies involved in the division, present and voting either in person or by proxy at a meeting.
(2) This requirement is subject to sections 931, 931A and 932 (circumstances in which meeting of members not required).
(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 required statement explaining the effect of the 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.
(2A) In subsection (2) “the required statement explaining the effect of the compromise or arrangement” means—
(a) in a case where a meeting is summoned under section 896 in relation to the compromise or arrangement, the statement required by section 897;
(b) in a case where a meeting is summoned under section 901C in relation to the compromise or arrangement, the statement required by section 901D.
(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) and section 933A (certain requirements excluded where shareholders given proportional rights).
(1) An expert's report must be drawn up on behalf of each company involved in the division.
(2) The report required is a written report on the draft terms to the members of the company.
(3) The court may on the joint application of the companies involved in the division approve the appointment of a joint expert to draw up a single report on behalf of all those companies.
If no such appointment is made, there must be a separate expert's report to the members of each company involved in the division drawn up by a separate expert appointed on behalf of that company.
(4) The expert must be a person who—
(a) is eligible for appointment as a statutory auditor (see section 1212), and
(b) meets the independence requirement in section 936.
(5) The expert's report must—
(a) indicate the method or methods used to arrive at the share exchange ratio;
(b) give an opinion as to whether the method or methods used are reasonable in all the circumstances of the case, indicate the values arrived at using each such method and (if there is more than one method) give an opinion on the relative importance attributed to such methods in arriving at the value decided on;
(c) describe any special valuation difficulties that have arisen;
(d) state whether in the expert's opinion the share exchange ratio is reasonable; and
(e) in the case of a valuation made by a person other than himself (see section 935), state that it appeared to him reasonable to arrange for it to be so made or to accept a valuation so made.
(6) The expert (or each of them) has—
(a) the right of access to all such documents of the companies involved in the division, and
(b) the right to require from the companies' officers all such information,
as he thinks necessary for the purposes of making his report.
(7) The requirement in this section is subject to section 933 (agreement to dispense with reports etc) and section 933A (certain requirements excluded where shareholders given proportional rights).
(1) This section applies if the last annual accounts of a company involved in the division 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 section 931, 931A or 932), 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.
(4A) 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).
(5) The requirement in this section is subject to section 933 (agreement to dispense with reports etc) and section 933A (certain requirements excluded where shareholders given proportional rights).
(1) The members of each company involved in the division must be able, during the period specified below—
(a) to inspect at the registered office of that company copies of the documents listed below relating to that company and every other company involved in the division, and
(b) to obtain copies of those documents or any part of them on request free of charge.
(2) The period referred to above is the period—
(a) beginning one month before, and
(b) ending on the date of,
the first meeting of the members, or any class of members, of the company for the purposes of approving the scheme.
(3) The documents referred to above are—
(a) the draft terms;
(b) the directors' explanatory report;
(c) the expert's report;
(d) the company's annual accounts and reports for the last three financial years ending on or before the first meeting of the members, or any class of members, of the company summoned for the purposes of approving the scheme; . . .
(e) any supplementary accounting statement required by section 925; and
(f) if no statement is required by section 925 because the company has made public a recent half-yearly financial report (see subsection (1A) of that section), that report.
(3A) The requirement in subsection (1)(a) is subject to section 926A(1) (publication of documents on company website).
(4) The requirements in subsection (3)(b), (c) and (e) are subject to section 933 (agreement to dispense with reports etc) , section 933A (certain requirements excluded where shareholders given proportional rights) and section 934 (power of court to exclude certain requirements).
(5) Section 1145 (right to hard copy) does not apply to a document sent or supplied in accordance with subsection (1)(b) to a member who has consented to information being sent or supplied by the company by electronic means and has not revoked that consent.
(6) Part 4 of Schedule 5 (communications by means of a website) does not apply for the purposes of subsection (1)(b) (but see section 926A(5)).
926A Publication of documents on company website (division)
(1) Section 926(1)(a) does not apply to a document if the conditions in subsections (2) to (4) are met in relation to that document. This is subject to subsection (6).
(2) The first condition is that the document is made available on a website which—
(a) is maintained by or on behalf of the company, and
(b) identifies the company.
(3) The second condition is that access to the document on the website is not conditional on payment of a fee or otherwise restricted.
(4) The third condition is that the document remains available on the website throughout the period beginning one month before, and ending on, the date of any meeting of the company summoned for the purpose of approving the scheme.
(5) A person is able to obtain a copy of a document as required by section 926(1)(b) if—
(a) the conditions in subsections (2) and (3) are met in relation to that document, and
(b) the person is able, throughout the period specified in subsection (4)—
(i) i)to retain a copy of the document as made available on the website, and
(ii) to produce a hard copy of it.
(6) Where members of a company are able to obtain copies of a document only as mentioned in subsection (5), section 926(1)(a) applies to that document even if the conditions in subsections (2) to (4) are met.
927 Report on material changes of assets of transferor company (division)
(1) The directors of the transferor company must report—
(a) to every meeting of the members, or any class of members, of that company summoned for the purpose of agreeing to the scheme, and
(b) to the directors of each existing transferee company,
any material changes in the property and liabilities of the transferor company between the date when the draft terms were adopted and the date of the meeting in question.
(2) The directors of each existing transferee company must in turn—
(a) report those matters to every meeting of the members, or any class of members, of that company summoned for the purpose of agreeing to the scheme, or
(b) send a report of those matters to every member entitled to receive notice of such a meeting.
(3) The requirement in this section is subject to section 933 (agreement to dispense with reports etc) and section 933A (certain requirements excluded where shareholders given proportional rights).
928 Approval of articles of new transferee company (division)
(1) The articles of every new transferee company, or a draft of them, must be approved by ordinary resolution of the transferor company.
(2) Subsection (1) does not apply in the case of a compromise or arrangement to be sanctioned under Part 26A.
929 Protection of holders of securities to which special rights attached (division)
(1) The scheme must provide that where any securities of the transferor company (other than shares) to which special rights are attached are held by a person otherwise than as a member or creditor of the company, that person is to receive rights in a transferee company of equivalent value.
(2) Subsection (1) does not apply if—
(a) the holder has agreed otherwise, or
(b) the holder is, or under the scheme is to be, entitled to have the securities purchased by a transferee company on terms that the court considers reasonable.
930 No allotment of shares to transferor company or its nominee (division)
The scheme must not provide for any shares in a transferee company to be allotted to—
(a) the transferor company (or its nominee) in respect of shares in the transferor company held by the transferor company itself (or its nominee); or
(b) a transferee company (or its nominee) in respect of shares in the transferor company held by the transferee company (or its nominee).
931 Circumstances in which meeting of members of transferor company not required (division)
(1) This section applies in the case of a division where all of the shares or other securities of the transferor company carrying the right to vote at general meetings of the company are held by or on behalf of one or more existing transferee companies.
(2) It is not necessary for the scheme to be approved by a meeting of the members, or any class of members, of the transferor company if the court is satisfied that the following conditions have been complied with.
(3) The first condition is that either subsection (3A) or subsection (3B) is satisfied.
(3A) This subsection is satisfied if publication of notice of receipt of the draft terms by the registrar took place in respect of all the companies involved in the division at least one month before the date of the court's order.
(3B) This subsection is satisfied if—
(a) the conditions in section 921A(2) to (4) are met in respect of each of the companies involved in the division,
(b) in each case, the registrar published the notice mentioned in subsection (4) of that section in the Gazette at least one month before the date of the court's order, and
(c) the draft terms remained available on the website throughout the period beginning one month before, and ending on, that date.
(4) The second condition is that subsection (4A) or (4B) is satisfied for each of the documents listed in the applicable paragraphs of section 926(3) relating to every company involved in the division.
(4A) This subsection is satisfied for a document if the members of every company involved in the division were able during the period beginning one month before, and ending on, the date of the court's order to inspect that document at the registered office of their company.
(4B) This subsection is satisfied for a document if—
(a) the document is made available on a website which is maintained by or on behalf of the company to which it relates and identifies the company,
(b) access to the document on the website is not conditional on payment of a fee or otherwise restricted, and
(c) the document remains available on the website throughout the period beginning one month before, and ending on, the date of the court's order.
(4C) The third condition is that the members of every company involved in the division were able to obtain copies of the documents mentioned in subsection (4), or any part of those documents, on request and free of charge, throughout the period beginning one month before, and ending on, the date of the court's order.
(4D) For the purposes of subsection (4C)—
(a) section 926A(5) applies as it applies for the purposes of section 926(1)(b), and
(b) Part 4 of Schedule 5 (communications by means of a website) does not apply.
(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6) The fourth condition is that the directors of the transferor company have sent—
(a) to every member who would have been entitled to receive notice of a meeting to agree to the scheme (had any such meeting been called), and
(b) to the directors of every existing transferee company,
a report of any material change in the property and liabilities of the transferor company between the date when the terms were adopted by the directors and the date one month before the date of the court's order.
931A Other circumstances in which meeting of members of transferor company not required (division)
In the case of a compromise or arrangement to be sanctioned under Part 26A, it is not necessary for the scheme to be approved by the members of the transferor company.
932 Circumstances in which meeting of members of transferee company not required (division)
(1) In the case of a division, it is not necessary for the scheme to be approved by the members of a transferee company if the court is satisfied that the following conditions have been complied with in relation to that company.
(2) The first condition is that either subsection (2A) or subsection (2B) is satisfied.
(2A) This subsection is satisfied if publication of notice of receipt of the draft terms by the registrar took place in respect of the transferee company at least one month before the date of the first meeting of members of the transferor company summoned for the purposes of agreeing to the scheme.
(2B) This subsection is satisfied if—
(a) the conditions in section 921A(2) to (4) are met in respect of the transferee company,
(b) the registrar published the notice mentioned in subsection (4) of that section in the Gazette at least one month before the date of the first meeting of members of the transferor company summoned for the purposes of agreeing to the scheme, and
(c) the draft terms remained available on the website throughout the period beginning one month before, and ending on, that date.
(3) The second condition is that subsection (3A) or (3B) is satisfied for each of the documents listed in the applicable paragraphs of section 926(3) relating to the transferee company and every other company involved in the division.
(3A) This subsection is satisfied for a document if the members of the transferee company were able during the period beginning one month before, and ending on, the date mentioned in subsection (2A) to inspect that document at the registered office of that company.
(3B) This subsection is satisfied for a document if—
(a) the document is made available on a website which is maintained by or on behalf of the transferee company and identifies the company,
(b) access to the document on the website is not conditional on payment of a fee or otherwise restricted, and
(c) the document remains available on the website throughout the period beginning one month before, and ending on, the date mentioned in subsection (2A).
(3C) The third condition is that the members of the transferee company were able to obtain copies of the documents mentioned in subsection (3), or any part of those documents, on request and free of charge, throughout the period beginning one month before, and ending on, the date mentioned in subsection (2A).
(3D) For the purposes of subsection (3C)—
(a) section 926A(5) applies as it applies for the purposes of section 926(1)(b), and
(b) Part 4 of Schedule 5 (communications by means of a website) does not apply.
(4) The fourth condition is that—
(a) one or more members of that company, who together held not less than 5% of the paid-up capital of the company which carried the right to vote at general meetings of the company (excluding any shares in the company held as treasury shares) would have been able, during that period, to require a meeting of each class of members to be called for the purpose of deciding whether or not to agree to the scheme, and
(b) no such requirement was made.
(5) The first, second and third conditions above are subject to section 934 (power of court to exclude certain requirements).
933 Agreement to dispense with reports etc (division)
(1) If all members holding shares in, and all persons holding other securities of, the companies involved in the division, being shares or securities that carry a right to vote in general meetings of the company in question, so agree, the following requirements do not apply.
(2) The requirements that may be dispensed with under this section are—
(a) the requirements of—
(i) section 923 (directors' explanatory report),
(ii) section 924 (expert's report),
(iii) section 925 (supplementary accounting statement), and
(iv) section 927 (report on material changes in assets of transferor company); and
(b) the requirements of section 926 (inspection of documents) so far as relating to any document required to be drawn up under the provisions mentioned in paragraph (a)(i), (ii) or (iii) above.
(3) For the purposes of this section—
(a) the members, or holders of other securities, of a company, and
(b) whether shares or other securities carry a right to vote in general meetings of the company,
are determined as at the date of the relevant application.
(4) In subsection (3) “the relevant application” means—
(a) in the case of a compromise or arrangement to be sanctioned under Part 26, the application to the court under section 896;
(b) in the case of a compromise or arrangement to be sanctioned under Part 26A, the application to the court under section 901C(1).
933A Certain requirements excluded where shareholders given proportional rights (division)
(1) This section applies in the case of a division where each of the transferee companies is a new company.
(2) If all the shares in each of the transferee companies are to be allotted to the members of the transferor company in proportion to their rights in the allotted share capital of the transferor company, the following requirements do not apply.
(3) The requirements which do not apply are—
(a) the requirements of—
(i) i)section 923 (directors' explanatory report),
(ii) section 924 (expert's report),
(iii) section 925 (supplementary accounting statement), and
(iv) section 927 (report on material changes in assets of transferor company); and
(b) the requirements of section 926 (inspection of documents) so far as relating to any document required to be drawn up under the provisions mentioned in paragraph (a)(i), (ii) or (iii) above.
934 Power of court to exclude certain requirements (division)
(1) In the case of a division, the court may by order direct that—
(a) in relation to any company involved in the division, the requirements of—
(i) section 921 (publication of draft terms), and
(ii) section 926 (inspection of documents),
do not apply, and
(b) in relation to an existing transferee company, section 932 (circumstances in which meeting of members of transferee company not required) has effect with the omission of the first, second and third conditions specified in that section,
if the court is satisfied that the following conditions will be fulfilled in relation to that company.
(2) The first condition is that the members of that company will have received, or will have been able to obtain free of charge, copies of the documents listed in section 926—
(a) in time to examine them before the date of the first meeting of the members, or any class of members, of that company summoned for the purposes of agreeing to the scheme, or
(b) in the case of an existing transferee company where in the circumstances described in section 932 no meeting is held, in time to require a meeting as mentioned in subsection (4) of that section.
(3) The second condition is that the creditors of that company will have received or will have been able to obtain free of charge copies of the draft terms in time to examine them—
(a) before the date of the first meeting of the members, or any class of members, of the company summoned for the purposes of agreeing to the scheme, or
(b) in the circumstances mentioned in subsection (2)(b) above, at the same time as the members of the company.
(4) The third condition is that no prejudice would be caused to the members or creditors of the transferor company or any transferee company by making the order in question.
(1) Where it appears to an expert—
(a) that a valuation is reasonably necessary to enable him to draw up his report, and
(b) that it is reasonable for that valuation, or part of it, to be made by (or for him to accept a valuation made by) another person who—
(i) appears to him to have the requisite knowledge and experience to make the valuation or that part of it, and
(ii) meets the independence requirement in section 936,
he may arrange for or accept such a valuation, together with a report which will enable him to make his own report under section 909 or 924.
(2) Where any valuation is made by a person other than the expert himself, the latter's report must state that fact and must also—
(a) state the former's name and what knowledge and experience he has to carry out the valuation, and
(b) describe so much of the undertaking, property and liabilities as was valued by the other person, and the method used to value them, and specify the date of the valuation.
(1) A person meets the independence requirement for the purposes of section 909 or 924 (expert's report) or section 935 (valuation by another person) only if—
(a) he is not—
(i) an officer or employee of any of the companies concerned in the scheme, or
(ii) a partner or employee of such a person, or a partnership of which such a person is a partner;
(b) he is not—
(i) an officer or employee of an associated undertaking of any of the companies concerned in the scheme, or
(ii) a partner or employee of such a person, or a partnership of which such a person is a partner; and
(c) there does not exist between—
(i) the person or an associate of his, and
(ii) any of the companies concerned in the scheme or an associated undertaking of such a company,
a connection of any such description as may be specified by regulations made by the Secretary of State.
(2) An auditor of a company is not regarded as an officer or employee of the company for this purpose.
(3) For the purposes of this section—
(a) the “companies concerned in the scheme” means every transferor and existing transferee company;
(b) “associated undertaking”, in relation to a company, means—
(i) a parent undertaking or subsidiary undertaking of the company, or
(ii) a subsidiary undertaking of a parent undertaking of the company; and
(c) “associate” has the meaning given by section 937.
(4) Regulations under this section are subject to negative resolution procedure.
(1) This section defines “associate” for the purposes of section 936 (experts and valuers: independence requirement).
(2) In relation to an individual, “associate” means—
(a) that individual's spouse or civil partner or minor child or step-child,
(b) any body corporate of which that individual is a director, and
(c) any employee or partner of that individual.
(3) In relation to a body corporate, “associate” means—
(a) any body corporate of which that body is a director,
(b) any body corporate in the same group as that body, and
(c) any employee or partner of that body or of any body corporate in the same group.
(4) In relation to a partnership that is a legal person under the law by which it is governed, “associate” means—
(a) any body corporate of which that partnership is a director,
(b) any employee of or partner in that partnership, and
(c) any person who is an associate of a partner in that partnership.
(5) In relation to a partnership that is not a legal person under the law by which it is governed, “associate” means any person who is an associate of any of the partners.
(6) In this section, in relation to a limited liability partnership, for “director” read “member”.
938 Power of court to summon meeting of members or creditors of existing transferee company
(1) The court may order a meeting of—
(a) the members of an existing transferee company, or any class of them, or
(b) the creditors of an existing transferee company, or any class of them,
to be summoned in such manner as the court directs.
(2) An application for such an order may be made by—
(a) the company concerned,
(b) a member or creditor of the company, or
(c) if the company is being wound up, the liquidator, or
(d) if the company is in administration, the administrator.
(3) Section 323 (representation of corporations at meetings) applies to a meeting of creditors under this section as to a meeting of the company (references to a member being read as references to a creditor).
939 Court to fix date for transfer of undertaking etc of transferor company
(1) Where the court sanctions the compromise or arrangement, it must—
(a) in the order sanctioning the compromise or arrangement, or
(b) in a subsequent order under section 900 or, as the case may be, section 901J (powers of court to facilitate reconstruction or amalgamation),
fix a date on which the transfer (or transfers) to the transferee company (or transferee companies) of the undertaking, property and liabilities of the transferor company is (or are) to take place.
(2) Any such order that provides for the dissolution of the transferor company must fix the same date for the dissolution.
(3) If it is necessary for the transferor company to take steps to ensure that the undertaking, property and liabilities are fully transferred, the court must fix a date, not later than six months after the date fixed under subsection (1), by which such steps must be taken.
(4) In that case, the court may postpone the dissolution of the transferor company until that date.
(5) The court may postpone or further postpone the date fixed under subsection (3) if it is satisfied that the steps mentioned cannot be completed by the date (or latest date) fixed under that subsection.
940 Liability of transferee companies for each other's defaults
(1) In the case of a division, each transferee company is jointly and severally liable for any liability transferred to any other transferee company under the scheme to the extent that the other company has made default in satisfying that liability.
This is subject to the following provisions.
(2) If, in the case of a compromise or arrangement to be sanctioned under Part 26, a majority in number representing 75% in value of the creditors or any class of creditors of the transferor company, present and voting either in person or by proxy at a meeting summoned for the purposes of agreeing to the scheme, so agree, subsection (1) does not apply in relation to the liabilities owed to the creditors or that class of creditors.
(2A) If, in the case of a compromise or arrangement to be sanctioned under Part 26A, a number representing 75% in value of the creditors or any class of creditors of the transferor company, present and voting either in person or by proxy at a meeting summoned for the purposes of agreeing to the scheme, so agree, subsection (1) does not apply in relation to the liabilities owed to the creditors or that class of creditors.
(3) A transferee company is not liable under this section for an amount greater than the net value transferred to it under the scheme.
The “net value transferred” is the value at the time of the transfer of the property transferred to it under the scheme less the amount at that date of the liabilities so transferred.
940A Disregard of website failures beyond control of company
(1) A failure to make information or a document available on the website throughout a period specified in any of the provisions mentioned in subsection (2) is to be disregarded if—
(a) it is made available on the website for part of that period, and
(b) the failure to make it available throughout that period is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.
(2) The provisions referred to above are—
(a) section 906A(6),
(b) section 911A(4),
(c) section 916(3B) and (4B),
(d) section 917(3B) and (4B),
(e) section 918(2B) and (3B),
(f) section 921A(6),
(g) section 926A(4),
(h) section 931(3B) and (4B), and
(i) section 932(2B) and (3B).
(1) The body known as the Panel on Takeovers and Mergers (“the Panel”) is to have the functions conferred on it by or under this Chapter.
(2) The Panel may do anything that it considers necessary or expedient for the purposes of, or in connection with, its functions.
(3) The Panel may make arrangements for any of its functions to be discharged by—
(a) a committee or sub-committee of the Panel, or
(b) an officer or member of staff of the Panel, or a person acting as such.
This is subject to section 943(4) and (5).
(1) The Panel must make rules—
(a) giving effect to the general principles in Part 1 of Schedule 1C, and
(b) in accordance with Part 2 of that Schedule.
(1A) Rules must specify the percentage of voting rights that gives a person control of a company for the purposes of this Chapter and how it is to be calculated.
(2) Rules made by the Panel may also make other provision—
(a) for or in connection with the regulation of—
(i) takeover bids,
(ii) merger transactions, and
(iii) transactions (not falling within sub-paragraph (i) or (ii)) that have or may have, directly or indirectly, an effect on the ownership or control of companies;
(b) for or in connection with the regulation of things done in consequence of, or otherwise in relation to, any such bid or transaction;
(c) about cases where—
(i) any such bid or transaction is, or has been, contemplated or apprehended, or
(ii) an announcement is made denying that any such bid or transaction is intended.
(3) The provision that may be made under subsection (2) includes, in particular, provision for a matter that is, or is similar to, a matter provided for by the Panel in the City Code on Takeovers and Mergers as it had effect immediately before the passing of this Act.
(4) In relation to rules made by virtue of section 957 (fees and charges), functions under this section may be discharged either by the Panel itself or by a committee of the Panel (but not otherwise).
(5) In relation to rules of any other description, the Panel must discharge its functions under this section by a committee of the Panel.
(6) Section 1 (meaning of “company”) does not apply for the purposes of this section.
(7) In this section “takeover bid” includes a takeover bid within the meaning given by paragraph 20(1) of Schedule 1C.
(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9) A reference to rules in the following provisions of this Chapter is to rules under this section.
(1) Rules may—
(a) make different provision for different purposes;
(b) make provision subject to exceptions or exemptions;
(c) contain incidental, supplemental, consequential or transitional provision;
(d) authorise the Panel to dispense with or modify the application of rules in particular cases and by reference to any circumstances.
Rules made by virtue of paragraph (d) must require the Panel to give reasons for acting as mentioned in that paragraph.
(2) Rules must be made by an instrument in writing.
(3) Immediately after an instrument containing rules is made, the text must be made available to the public, with or without payment, in whatever way the Panel thinks appropriate.
(4) A person is not to be taken to have contravened a rule if he shows that at the time of the alleged contravention the text of the rule had not been made available as required by subsection (3).
(5) The production of a printed copy of an instrument purporting to be made by the Panel on which is endorsed a certificate signed by an officer of the Panel authorised by it for that purpose and stating—
(a) that the instrument was made by the Panel,
(b) that the copy is a true copy of the instrument, and
(c) that on a specified date the text of the instrument was made available to the public as required by subsection (3),
is evidence (or in Scotland sufficient evidence) of the facts stated in the certificate.
(6) A certificate purporting to be signed as mentioned in subsection (5) is to be treated as having been properly signed unless the contrary is shown.
(7) A person who wishes in any legal proceedings to rely on an instrument by which rules are made may require the Panel to endorse a copy of the instrument with a certificate of the kind mentioned in subsection (5).
(1) The Panel may give rulings on the interpretation, application or effect of rules.
(2) To the extent and in the circumstances specified in rules, and subject to any review or appeal, a ruling has binding effect.
Rules may contain provision conferring power on the Panel to give any direction that appears to the Panel to be necessary in order—
(a) to restrain a person from acting (or continuing to act) in breach of rules;
(b) to restrain a person from doing (or continuing to do) a particular thing, pending determination of whether that or any other conduct of his is or would be a breach of rules;
(c) otherwise to secure compliance with rules.
(1) The Panel may by notice in writing require a person—
(a) to produce any documents that are specified or described in the notice;
(b) to provide, in the form and manner specified in the notice, such information as may be specified or described in the notice.
(2) A requirement under subsection (1) must be complied with—
(a) at a place specified in the notice, and
(b) before the end of such reasonable period as may be so specified.
(3) This section applies only to documents and information reasonably required in connection with the exercise by the Panel of its functions.
(4) The Panel may require—
(a) any document produced to be authenticated, or
(b) any information provided (whether in a document or otherwise) to be verified,
in such manner as it may reasonably require.
(5) The Panel may authorise a person to exercise any of its powers under this section.
(6) A person exercising a power by virtue of subsection (5) must, if required to do so, produce evidence of his authority to exercise the power.
(7) The production of a document in pursuance of this section does not affect any lien that a person has on the document.
(8) The Panel may take copies of or extracts from a document produced in pursuance of this section.
(9) A reference in this section to the production of a document includes a reference to the production of—
(a) a hard copy of information recorded otherwise than in hard copy form, or
(b) information in a form from which a hard copy can be readily obtained.
(10) A person is not required by this section to disclose documents or information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.
(1) This section applies to information (in whatever form)—
(a) relating to the private affairs of an individual, or
(b) relating to any particular business,
that is provided to the Panel in connection with the exercise of its functions.
(2) No such information may, during the lifetime of the individual or so long as the business continues to be carried on, be disclosed without the consent of that individual or (as the case may be) the person for the time being carrying on that business.
(3) Subsection (2) does not apply to any disclosure of information that—
(a) is made for the purpose of facilitating the carrying out by the Panel of any of its functions,
(b) is made to a person specified in Part 1 of Schedule 2,
(c) is of a description specified in Part 2 of that Schedule, or
(d) is made in accordance with Part 3 of that Schedule.
(4) The Secretary of State may amend Schedule 2 by order subject to negative resolution procedure.
(5) An order under subsection (4) must not—
(a) amend Part 1 of Schedule 2 by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function);
(b) amend Part 2 of Schedule 2 by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature;
(c) amend Part 3 of Schedule 2 so as to have the effect of permitting disclosures to be made to a body other than one that exercises functions of a public nature in a country or territory outside the United Kingdom.
(6) Subsection (2) does not apply to—
(a) the disclosure by an authority within subsection (7) of information disclosed to it by the Panel in reliance on subsection (3);
(b) the disclosure of such information by anyone who has obtained it directly or indirectly from an authority within subsection (7).
(7) The authorities within this subsection are—
(a) the Financial Conduct Authority;
(aa) the Prudential Regulation Authority;
(ab) the Bank of England;
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8) This section does not prohibit the disclosure of information if the information is or has been available to the public from any other source.
(9) Nothing in this section authorises the making of a disclosure in contravention of the data protection legislation.
949 Offence of disclosure in contravention of section 948
(1) A person who discloses information in contravention of section 948 is guilty of an offence, unless—
(a) he did not know, and had no reason to suspect, that the information had been provided as mentioned in section 948(1), or
(b) he took all reasonable steps and exercised all due diligence to avoid the commission of the offence.
(2) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
(3) Where a company or other body corporate commits an offence under this section, an offence is also committed by every officer of the company or other body corporate who is in default.