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Section 946 of The Companies Act No. 17 of 2015: Circumstances in which meeting of members of transferee company not required in relation to merger

    

(1) This section applies to a merger by absorption if all of the relevant securities of—
(a) the transferor company; or
(b) 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 of a specified class of members, of any of the merging companies 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 all the merging companies at least one month before the date of the Court's order.
(4) The second condition is that the members of the transferee company were able during the relevant period—
to inspect at the registered office of that company copies of the merger documents relating to that company and—
(i) the transferor company; or
(ii) if there is more than one transferor company — each of them; and
(b) to obtain copies of those documents or any part of them on request, 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" means the period beginning one month before the date of the Court's order and ending on that date;
(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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