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Section 945 of The Companies Act No. 17 of 2015: Circumstances in which meeting of members of transferee company not required for merger

    

(1) This section applies to a merger by absorption if ninety percent or more (but not all) of the relevant securities of the transferor company, or, if there is more than one transferor company, of each of them, are held by or on behalf of the transferee company.
(2) The scheme need not be approved at a meeting of the members, or a specified class of members, of the transferee company if the Court is satisfied that the three conditions specified in subsections (3) to (5) have been complied with.
(3) The first condition is that publication of notice of receipt of the draft terms by the Registrar took place in respect of the transferee company at least one month before the date of the first meeting of members, or a specified class of members, of the transferor company convened for the purpose of agreeing to the scheme.
(4) The second condition is that the members of the transferee company were able during the relevant period—
(a) to inspect at the registered office of the transferee company copies of the merger documents listed in section 940(3)(a), (d) and (e) relating to that company and the transferor company, or if there is more than one transferor company, each of them; and
(b) on request, to obtain copies of those documents or any part of them free of charge.
(5) The third condition is that—
(a) one or more members of the transferee company, who together held not less than five percent of the paid-up capital of the company that conferred the right to vote at general meetings of the company (excluding any shares in the company held as treasury shares) would have been able, during the relevant period, to require a meeting of each class of members to be called for the purpose of deciding whether or not to agree to the scheme; and (b) no such requirement was made.
(6) In this section—
(a) "relevant period" has the meaning given by section 940(2);
(b) "relevant securities", in relation to a company, means shares or other securities conferring the right to vote at general meetings of the company.

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

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