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Section 934 of The Companies Act No. 17 of 2015: Draft terms of scheme for proposed merger

    

(1) The directors of the merging companies shall prepare and adopt a draft of the proposed terms of the scheme.
(2) Those directors shall ensure that the draft terms contain particulars of at least the following matters:
(a) in respect of each transferor company and the 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 share exchange ratio and the amount of any cash payment;
(c) the terms relating to the allotment of shares in the transferee company;
(d) the date from which the holding of shares in the 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 a transferor company are to be treated for accounting purposes as being those of the transferee company;
(f) any rights or restrictions attaching to shares or other securities in the transferee company to be allotted under the scheme to the holders of shares or other securities in a 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 938; or
(ii) to any director of a merging company, and the consideration for the payment of benefit.
(3) The requirements in subsection (2)(b), (c) and (d) are subject to section 944.

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

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