- Section 935 of The Companies Act No. 17 of 2015: Draft terms of proposed merger to be published
(1) The directors of each of the merging companies shall lodge with the Registrar for registration a copy of the draft terms.
(2) As soon as practicable after the copy of the draft terms is lodged with the Registrar (and in any case not later than one month before the date of the meeting (if any)...
- Section 936 of The Companies Act No. 17 of 2015: Scheme not effective unless approved by members of merging companies
(1) A scheme has no effect unless it is approved by a majority in number, representing seventy-five percent in value, of each class of members of each of the merging companies, present and voting either in person or by proxy at a meeting. (2) Subsection (1) is subject to sections 945, 946 and 947.
- Section 937 of The Companies Act No. 17 of 2015: Directors of merging companies to prepare explanatory report relating to proposed merger
(1) The directors of each of the merging companies shall prepare and adopt a report that complies with subsection (2).
(2) A report complies with this subsection if it includes—
(a) the statement required by section 924; and
(b) insofar as that statement does not deal with the following matters,...
- Section 938 of The Companies Act No. 17 of 2015: Merging companies to arrange for preparation of experts’ reports
(1) The directors of the merging companies may jointly appoint an expert on behalf of those companies to prepare a written report on the draft terms for presentation to the members of each of those companies.
(2) If the merging companies cannot agree on the appointment of an expert to prepare such...
- Section 939 of The Companies Act No. 17 of 2015: Supplementary financial statement for merger in certain cases
(1) If the last annual financial statements of any of the merging companies relate to a financial year ending more than seven months before the first meeting of the company convened for the purposes of approving the scheme, the directors of the company concerned shall prepare a supplementary...
- Section 940 of The Companies Act No. 17 of 2015: Members of merging companies entitled to inspect merger documents
(1) The members of each of the merging companies are, during the relevant period entitled—
(a) to inspect at the registered office of that company copies of the merger documents relating to that company and every other merging company; and
(b) to obtain copies of those documents or any part of...
- Section 941 of The Companies Act No. 17 of 2015: Articles of transferee company involved in merger to be approved
A merger by formation of a new company does not take effect unless the articles of the transferee company, or a draft of them, are approved—
by an ordinary resolution of the transferor company; or
(b) if there is more than one transferor company — by each of the transferor companies.
- Section 942 of The Companies Act No. 17 of 2015: Protection of holders of securities to which special rights attached(merger)
(1) This section applies to securities of the transferor company (other than shares) to which special rights are attached.
(2) If a person holds securities to which this section applies otherwise than as a member or creditor of the company, the scheme is invalid unless it provides that the person...
- Section 943 of The Companies Act No. 17 of 2015: Allotment of shares to transferor company (or its nominee) prohibited
A scheme is invalid to the extent that it provides for shares in the transferee company to be allotted to a transferor company (or its nominee) in respect of shares in the transferor company held by it (or its nominee).
- Section 944 of The Companies Act No. 17 of 2015: Circumstances in which certain particulars and reports not required in relation to merger
(1) This section applies to a merger by absorption if 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 draft terms of the scheme need not give the particulars...
- 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...
- 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...
- 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)...
- Section 948 of The Companies Act No. 17 of 2015: Introductory: companies and involvement of companies in division
A scheme involves a division if, under the scheme, the undertaking, property and liabilities of the company in respect of which a compromise or arrangement is proposed are to be divided among, and transferred to, two or more companies each of which is either—
(a) an existing public company;...
- Section 949 of The Companies Act No. 17 of 2015: Draft terms of scheme to be prepared and adopted in relation to division
(1) The directors of each company involved in a division shall prepare and adopt a draft of the proposed terms of the scheme.
(2) The directors shall include in the draft terms particulars of at least the following matters:
(a) in respect of the transferor company and each transferee...
- Section 950 of The Companies Act No. 17 of 2015: Draft terms relating to division to be published
(1) The directors of each company involved in the division shall lodge a copyof the draft terms with the Registrar for registration.
(2) As soon as practicable after receiving from the company a copy of the draft terms (and in any case not later than one month before the date of the meeting of the...
- Section 951 of The Companies Act No. 17 of 2015: Approval of members of companies involved in division
(1) The compromise or arrangement is not effective unless it is approved by a majority in number, representing seventy-five percent in value, of each class of members of each of the companies involved in the division, present and voting either in person or by proxy at a meeting.
(2) This section is...
- Section 952 of The Companies Act No. 17 of 2015: Directors to prepare explanatory report in relation to division
(1) The directors of the transferor company and each existing transferee company shall prepare and adopt a report that complies with subsection (2).
(2) A report complies with this subsection if it includes—
(a) the statement required by section 924;
(b) insofar as that statement does not deal...
- 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...
- Section 954 of The Companies Act No. 17 of 2015: Supplementary financial statement to be prepared in relation to divisionin certain cases
(1) If the last annual financial statement of a company involved in the division relate to a financial year ending more than seven months before the first meeting of the company convened for the purposes of approving the scheme, the directors of the company shall prepare a supplementary financial...
- Section 955 of The Companies Act No. 17 of 2015: Members of companies involved in division entitled to inspect certain documents
(1) The members of each company involved in the division are, during the relevant period, entitled—
(a) to inspect at the registered office of that company copies of the relevant documents relating to that company and every other company involved in the division; and
(b) on request, to obtain...
- Section 956 of The Companies Act No. 17 of 2015: Report on material changes of assets of transferor company involved in division
(1) The directors of the transferor company shall report—
(a) to every meeting of the members, or a specified class of members, of that company convened for the purpose of agreeing to the scheme; and
(b) to the directors of each existing transferee company, any material changes in the property and...
- Section 957 of The Companies Act No. 17 of 2015: Articles of transferee company involved in division to be approved by transferor company
The articles of a new transferee company do not have effect unless they, or a draft of them, have been approved by an ordinary resolution of the transferor company.
- Section 958 of The Companies Act No. 17 of 2015: Protection of holders of securities to which special rights attached(division)
(1) This section applies to securities of the transferor company (other than shares) to which special rights are attached.
(2) If a person holds securities to which this section applies otherwise than as a member or creditor of the company, the scheme is invalid to the extent that it does not...
- Section 959 of The Companies Act No. 17 of 2015: Allotment of shares to transferor company (or its nominee) prohibited
A scheme is void to the extent that it provides for shares in a transferee company to be allotted to the transferor company (or its nominee) in respect of shares in the transferor company held by it (or its nominee).
- 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...
- Section 961 of The Companies Act No. 17 of 2015: Other exceptions: circumstances in which meeting of members of transferee company not required in relation to division
(1) In the case of a division, the scheme does not need to be approved by the members of a transferee company if the Court, on the application of the company or any of its members, makes an order declaring that it is satisfied that the three conditions specified in subsection (2) to (4) have been...
- Section 962 of The Companies Act No. 17 of 2015: Members of companies involved in division can agree to dispense with reports, etc
(1) If all members holding shares in, and all persons holding other securities of,the companies involved in the division (being shares or securities that confer a right to vote in general meetings of the company concerned) so agree, the requirements specified in subsection (2) do not apply.
(2) The...
- Section 963 of The Companies Act No. 17 of 2015: Power of the Court to exclude certain requirements in the case of division
(1) In the case of a division, the Court may, by order, direct that—
(a) in relation to any company involved in the division, the requirements of sections 950 and 955 do not apply; and
(b) in relation to an existing transferee company section 961 has effect with the omission of the first and...
- Section 964 of The Companies Act No. 17 of 2015: Experts’s report: valuation by another person
(1) If it appears to an expert that—
(a) a valuation is reasonably necessary to enable the expert’s report to be prepared; and
(b) that it is reasonable for such a valuation, or part of it, to be made by (or for the expert to accept a valuation made by) another person who—
(i) appears to the...