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Section 953 of The Companies Act No. 17 of 2015: Expert’s report to be prepared for each company involved in division

    

(1) The companies involved in a division may jointly appoint an expert to prepare on behalf of those companies a single written report on the draft terms for presentation to the members of each of those companies.
(2) If the companies involved in the division cannot agree on the appointment of an expert to prepare such a report, the Court, on the joint application of those companies, may appoint on their behalf an expert to prepare a single written report on the draft terms for presentation to the members of each of those companies.
(3) If an appointment under subsection (1) or (2) is not made within a reasonable period, each company involved in the division shall appoint a separate expert to prepare a written report on the draft terms for presentation to its members.
(4) A person is eligible to be appointed as an expert under this section only if the person—
(a) is eligible for appointment as a statutory auditor as provided by section 772; and
(b) satisfies the independence requirement in section 965.
(5) In preparing a report for presentation to the members of a company involved in a division, the expert shall—
(a) indicate the method or methods used to arrive at the share exchange ratio;
(b) give an opinion as to whether the method or methods used are reasonable in the circumstances;
(c) indicate the values arrived at, using each such method and (if there are two or more methods) give an opinion on the relative importance attributed to those methods in arriving at the value decided on;
(d) identify any special valuation difficulties that have arisen;
(e) state whether in the expert's opinion the share exchange ratio is reasonable; and
(f) in the case of a valuation made by a person other than the expert (in accordance with section 965), state that it appeared to the expert reasonable to arrange for it to be so made or to accept a valuation so made.
(6) The expert or, if there is more than one, each of them is entitled—
(a) to have access to all such documents of the companies involved in the division; and
(b) to require from the companies’ officers all such information, as the expert or experts consider necessary for the purposes of making the report.
(7) This section is subject to section 962.

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

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