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Section 947 of The Companies Act No. 17 of 2015: Other circumstances in which meeting of members of transferee company not required in relation to merger

    

(1) In the case of a merger by absorption, the scheme need not be approved by the members of the transferee company if the Court, on the application of the transferee company or of any of its members, makes an order declaring that it is satisfied that the three conditions specified in subsection (2) to (4) have been complied with.
(2) The first condition is that publication of the notice of receipt of the draft terms by the Registrar took place in respect of that company at least one month before the date of the first meeting of members, or a specified class of members, of—
(a) the transferor company;
(b) if there is more than one transferor company, any of them, convened for the purposes of agreeing to the scheme.
(3) The second condition is that the members of that company were, during the relevant period, at all reasonable times able—
(a) to inspect at the registered office of that company copies of the merger documents 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.
(4) The third condition is that—
(a) one or more members of that 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 convened for the purpose of deciding whether or not to agree to the scheme; and
(b) no such requirement was made.
(5) In this section, "relevant period" means the period specified in section 940(2).

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