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Section 927 of The Companies Act No. 17 of 2015: Powers of the Court to facilitate reconstruction or amalgamation

    

(1) In this section—
property" includes property, rights and powers of every description;
“liabilities" includes duties;
“transferee company" means a company to which the whole or a part of the undertaking or property of a company is to be transferred under a compromise or arrangement referred to in subsection (2);
"transferor company" means a company the whole or a part of whose undertaking or property is to be transferred to another company under a compromise or arrangement referred to in subsection (2)
(2) This section applies when—
(a) application is made to the Court under section 939 to sanction a compromise or arrangement proposed between a company and any such persons as are referred to in that section; and (b) it is shown that—
(i) the compromise or arrangement is proposed for the purposes of, or in connection with, a scheme for the reconstruction of any company or companies, or the amalgamation of any two or more companies; and
(ii) under the proposed compromise or arrangement, the whole or a part of the undertaking or property of a company is to be transferred to another company.
(3) The Court may, either by the order sanctioning the compromise or arrangement or by any subsequent order, make provision for all or any of the following matters—
(a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of a transferor company;
(b) the allotting or appropriation by the transferee company of any shares, debentures, policies or other similar interests in that company that, under the compromise or arrangement, are to be allotted or appropriated by that company to or for any person;
(c) the continuation by or against the transferee company of any legal proceedings pending by or against a transferor company;
(d) the dissolution, without liquidation, of a transferor company;
(e) the provision to be made for any persons who, within such period and in such manner as the Court directs, dissent from the compromise or arrangement;
(f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out.
(4) If the Court order under subsection (3) provides for the transfer of property or liabilities—
(a) the property is because of the order transferred to, and vests in, the transferee company; and
(b) the liabilities are, because of the order, transferred to and become liabilities of that company.
(5) If the order so provides, the property vests free from all charges and security rights that, because of the compromise or arrangement, are to cease to have effect.

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Disclaimer: This document is not to be taken as legal advise.

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