Note 29 Apr 2024 at 21 - 14 - 39-1
Note 29 Apr 2024 at 21 - 14 - 39-1
Note 29 Apr 2024 at 21 - 14 - 39-1
Two or more companies may amalgamate, and continue as one company, which may be one
of the amalgamating companies, or may be a new company.
(1) An amalgamation proposal shall set out the terms of the amalgamation, and in
particular–
(a) the name of the amalgamated company, where it is the same as the name of one of
the amalgamating companies; and
(c) the full name or names and address or addresses of the director or directors,
and secretary (if any) of the amalgamated company; and
(ii) the rights, privileges, limitations, and conditions attached to each share of
the company, where different from those set out in Section 37; and
(f) the manner in which the shares of each amalgamating company are to be converted
into shares of the amalgamated company; and
(g) where shares of an amalgamating company are not to be converted into shares of
the amalgamated company, the consideration that the holders of those shares are to
receive instead of shares of the amalgamated company; and
(2) The amalgamation proposal shall include the proposed constitution of the
amalgamated company, if any.
(3) An amalgamation proposal may specify the date on which the amalgamation is
intended to become effective.
(4) Where shares of one of the amalgamating companies are held by or on behalf of
another of the amalgamating companies, the amalgamation proposal–
– 119 – s. 234.
Companies 1997
(a) shall provide for the cancellation of those shares without payment or the
provision of other consideration when the amalgamation becomes effective; and
(b) shall not provide for the conversion of those shares into shares of the
amalgamated company.
234. APPROVAL OF AMALGAMATION PROPOSAL.
(a) in its opinion the amalgamation is in the best interests of the company; and
(2) The directors who vote in favour of a resolution required by Subsection (1)
shall forthwith sign a certificate stating that, in their opinion, the conditions
set out in that subsection are satisfied, and the grounds for that opinion.
(3) The board of each amalgamating company shall send to each shareholder of the
company, not less than one month before the amalgamation is proposed to take
effect–
(b) copies of the certificates given by the directors of each board; and
(d) a statement setting out the rights of shareholders under Section 91; and
(e) a statement of any material interests of the directors in the proposal, whether
in that capacity or otherwise; and
(4) The board of each amalgamating company shall, not less than one month before
the amalgamation is proposed to take effect–
(a) send a copy of the amalgamation proposal to every secured creditor of the
company; and
(b) give public notice of the proposed amalgamation, including a statement that–
(i) copies of the amalgamation proposal are available for inspection by any
shareholder or creditor of an amalgamating company, or any person to whom an
amalgamating company is under an obligation, at the registered offices of the
amalgamating
s. 235.
companies and at such other places as may be specified during normal business
hours; and
(6) A director who fails to comply with Subsection (2) commits an offence and is
liable on conviction to the penalty set out in Section 413(1).
(1) A company and one or more other companies that is or that are directly or
indirectly wholly owned by it may amalgamate and continue as one company (being the
company first referred to) without complying with Section 233 and 234 where–
(i)
the shares of each amalgamating company, other than the amalgamated company, will
be cancelled without payment or other consideration; and
(ii) the constitution of the amalgamated company, if it has one, will be the same
as the constitution of the company first referred to, if it has one; and
(iii) the board is satisfied on reasonable grounds that the amalgamated company
will, immediately after the amalgamation becomes effective, satisfy the solvency
test.
(2) Two or more companies, each of which is directly or indirectly wholly owned by
the same company, may amalgamate and continue as one company without complying with
Section 233 or 234 where–
– 121 – s. 236.
Companies 1997
(i) the shares of all but one of the amalgamating companies will be cancelled
without payment or other consideration; and
(ii) the constitution of the amalgamated company, if it has one, will be the same
as the constitution of the amalgamating company whose shares are not cancelled, if
it has one; and
(iii) the board is satisfied on reasonable grounds that the amalgamated company
will, immediately after the amalgamation becomes effective, satisfy the solvency
test.
(3) The board of each amalgamating company shall, not less than one month before
the amalgamation is proposed to take effect, give written notice of the proposed
amalgamation to every secured creditor of the company.
(4) The resolutions approving an amalgamation under this section, taken together,
shall be deemed to constitute an amalgamation proposal that has been approved.
(5) The directors who vote in favour of a resolution required by Subsection (1) or
(2), as the case may be, shall forthwith sign a certificate stating that, in their
opinion, the conditions set out in Subsection (1) or (2) are satisfied, and the
grounds for that opinion.
(6) A director who fails to comply with Subsection (5) commits an offence and is
liable on conviction to the penalty set out in Section 413(1).
(c) a certificate signed by the board of each amalgamating company stating that the
amalgamation has been approved in accordance with this Act;
(e) where the amalgamated company is a new company or the amalgamation proposal
provides for a change of the name of the amalgamated company, the notice reserving
the name of the company, if any;
(f)
a document in the prescribed form signed by each of the persons named in the
amalgamation proposal as a director or secretary of the amalgamated company
containing his consent to be a director or secretary and a certificate that he is
not disqualified from being appointed or holding office as a director or secretary
of a company.
s. 237.
(1) After receipt of the documents required under Section 236, the Registrar
shall–
(a) where the amalgamated company is the same as one of the amalgamating companies,
issue a certificate of amalgamation in the prescribed form; or
(b) where it is the same as a name of one of the amalgamating companies, the
amalgamated company has the name specified in the amalgamation proposal; and
(c) the Registrar shall remove the amalgamating companies, other than the
amalgamated company, from the register, and otherwise give effect to the
amalgamation; and
(d) the amalgamated company succeeds to all the property, rights, powers, and
privileges of each of the amalgamating companies; and
(e) the amalgamated company succeeds to all the liabilities and obligations of each
of the amalgamating companies; and
(h) any provisions of the amalgamation proposal that provide for the conversion of
shares or rights of shareholders in the amalgamating companies have effect
according to their tenor.
– 123 – s. 239.
Companies 1997
(1) Where an amalgamation becomes effective, no person charged with the keeping of
any books or registers shall be obliged, solely by reason of the amalgamation
becoming effective, to change the name of an amalgamating company to that of the
amalgamated company in those books or registers or in any documents.
(2) The presentation to any person of any instrument (whether or not comprising an
instrument of transfer) by the amalgamated company–
(c) stating that the property has become the property of the amalgamated company by
virtue of this Part,
shall, in the absence of evidence to the contrary, be sufficient evidence that the
property has become the property of the amalgamated company.
(3) Without limiting Subsection (1) or (2), where any security issued by any person
or any rights or interests in property of any person become, by virtue of this
Part, the property of an amalgamated company, that person, on the presentation of a
certificate signed on behalf of the board of the amalgamated company, stating that
that security or any such rights or interests have, by virtue of this Part, become
the property of the amalgamated company, shall, notwithstanding any other law or
the provisions of any instrument, register the amalgamated company as the holder of
that security or as the person entitled to such rights or interests, as the case
may be.
(4) Except as provided in this section, nothing in this Part derogates from the
provisions of the Land Registration Act 1981.