810. Mergers and merging companies
Past version: effective from 14/06/2015 - 13/06/2015
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(1) The scheme involves a merger where under the scheme—
(a) any two or more companies merge into a single company which is an existing company (a "merger by absorption"), or
(b) any two or more companies amalgamate into a new company (a "merger by consolidation"),
and at least one of the constituent companies participating in the merger is a company formed or incorporated under these Regulations.
(2) Where one or more of the constituent companies participating in a merger is a non-ADGM company, a merger under this Part 26 shall not be approved unless:
(a) the non-ADGM company has obtained all necessary authorisations, if any, required under the laws of the jurisdiction in which it is incorporated or is presently registered in order to consummate a merger under this Part 26 and filed with the Registrar documentary proof of such authorisation,
(b) the jurisdiction in which the non-ADGM company is incorporated or is presently registered is:
(i) an appointed jurisdiction, or
(ii) approved by the Board, upon application by the non-ADGM company for the purpose of consummating a merger under this Part 26,
(c) not more than three months prior to the effective date of the merger the non-ADGM company shall advertise in a national newspaper in the jurisdiction in which it is incorporated or presently registered its intention to consummate a merger under this Part 26, and
(d) a statement of the solvency of the surviving company made in accordance with section 584 (solvency statement) shall have been made not more than 15 days before the beginning of the period specified in subsection (2)(c) and on the basis that the scheme as proposed has been sanctioned by the Court.
(3) References in this Part to
(a) "the constituent companies" is to both the merging companies and the surviving company,
(b) "the merging companies" are—
(i) in relation to a merger by absorption, to the companies participating in the merger by absorption,
(ii) in relation to a merger by consolidation, to the companies other than the new company, and
(c) "the surviving company" is to the merging company remaining following consummation of a merger by absorption or to the new company into which the merging companies amalgamate in a merger by consolidation.