C4C3C2C1Part 27Mergers and divisions of public companies

Annotations:
Modifications etc. (not altering text)
C4

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))

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—

F2a

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.

F32A

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) F1and section 933A (certain requirements excluded where shareholders given proportional rights).