SCHEDULES

[F1[F2SCHEDULE 15B]N.I.PROVISIONS SUBJECT TO WHICH ARTICLES 418 TO 420 HAVE EFFECT IN THEIR APPLICATION TO MERGERS AND DIVISIONS OF PUBLIC COMPANIES]

Transferee company or companies holding shares in the transferor companyF4N.I.

12.—(1) Where the scheme is a Case 1 Scheme and in the case of every transferor company concerned—

(a)the shares in that company, and

(b)such securities of that company (other than shares) as carry the right to vote at general meetings of that company,

are all held by or on behalf of the transferee company, Article 420A and this Schedule shall apply subject to sub-paragraphs (2) to (5).

(2) The draft terms need not give particulars of the matters mentioned in paragraph 2(2)(b), (c) or (d).

(3) Article 419 and heads (a) and (d) of paragraph 3 shall not apply, and head (e) of that paragraph shall not apply as regards the documents listed in paragraph 6(1)(b) and (c).

(4) The court may sanction the compromise or arrangement under Article 418(2) notwithstanding that —

(a)any meeting otherwise required by Article 418 or paragraph 1 has not been summoned by any company concerned in the scheme, and

(b)paragraphs 2(1)(c) and 3(e) have not been complied with in respect of that company,

if it is satisfied that the conditions specified in sub-paragraph (5) have been complied with.

(5) The conditions mentioned in sub-paragraph (4) are—

(a)that the publication of notice of receipt of the draft terms by the registrar referred to in paragraph 2(1)(b) took place in respect of every transferor company and transferee company concerned in the scheme at least one month before the date of the order under Article 418(2) ( “the relevant date”);

(b)that the members of the transferee company were able to inspect at the registered office of that company copies of the documents listed in paragraph 6(1)(a). (d) and (e) in relation to every transferor company or transferee company concerned in the scheme during a period ( “the relevant period”) beginning one month before, and ending on, the relevant date and that they were able to obtain copies of those documents or any part of them on request during that period free of charge; and

(c)that one or more members of the transferee company who together held not less than 5 per cent. of the paid-up capital of the company which carried the right to vote at general meetings of the company[F3 (excluding any shares in the company held as treasury shares)] would have been able during the relevant period to require that a meeting of each class of members be called for the purpose of deciding whether or not to agree to the scheme but that no such requisition had been made.