C4C3C2C1Part 27Mergers and divisions of public companies
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
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))
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))
C4Chapter 2Merger
Requirements applicable to merger
911Inspection of documents (merger)
1
The members of each of the merging companies 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 merging company, 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; F1. . .
e
any supplementary accounting statement required by section 910.F2; and
f
if no statement is required by section 910 because the company has made public a recent half-yearly financial report (see subsection (1A) of that section), that report.
F33A
The requirement in subsection (1)(a) is subject to section 911A(1) (publication of documents on company website).
4
The requirements of subsection (3)(b) and (c) are subject to section 915 (circumstances in which reports not required)F4 and section 918A (agreement to dispense with reports etc).
F55
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 911A(5)).
7
The requirements in this section are subject to section 915A (other circumstances in which reports and inspection not required).
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))