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Section 960 of The Companies Act No. 17 of 2015: Circumstances in which meeting of members of transferor company involved in division is not required

    

(1) This section applies to a division in respect of which all of the shares or other securities of the transferor company conferring the right to vote at general meetings of the company are held by or on behalf of one or more existing transferee companies.
(2) The transferor company or a transferee company, or of a member of the transferor company or a transferee company, may make an application for an order under subsection (3).
(3) A scheme to which this section applies does not need to be approved by a meeting of the members, or a specified class of members, of the transferor company if, on the hearing of an application made under subsection (2), the Court makes an order declaring that it is satisfied that the four conditions set out in subsections (4) to (7) have been complied with.
(4) The first condition is that publication of notice of receipt of the draft terms by the Registrar took place in respect of all the companies involved in the division at least one month before the date of the Court's order.
(5) The second condition is that the members of every company involved in the division could, at all reasonable times during the relevant period—
(a) inspect at the registered office of their company copies of the relevant documents relating to each company involved in the division; and
(b) on request, obtain copies of those documents, or any part of them, free of charge.
(6) The third condition is that—
(a) one or more members of the transferor company, who together held not less than five percent of the paid-up capital of the company (excluding any shares in the company held by or on behalf of the State or an agency of the State) could, during the relevant period, have required 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.
(7) The fourth condition is that the directors of the transferor company have sent—
(a) to every member who would have been entitled to receive notice of a meeting to agree to the scheme (had such a meeting been called); and
(b) to the directors of every existing transferee company, a report of any material change in the property and liabilities of the transferor company, between the date when the terms were adopted by the directors and the date one month before the date of the Court's order. (7) In this section—
(a) "relevant documents" means the documents listed in section 955(3);
(b) "relevant period" means the period specified in section 955(2).

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

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