818. Inspection of documents (merger)
Past version: effective from 14/06/2015 - 13/06/2015
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(1) The members of each of the merging companies must be able, during the period specified below—
(a) to inspect at the registered office or, in the case of a non-ADGM company, its equivalent or principal office, of that merging company copies of the documents listed below relating to that merging company and every other merging company, and
(b) to obtain copies of those documents or any part of them on request free of charge.
(2) The period referred to above is the period—
(a) beginning one month before, and
(b) ending on the date of,
the first meeting of the members, or any class of members, of the merging company for the purposes of approving the scheme.
(3) The documents referred to above are—
(a) the draft terms,
(b) the directors' or equivalent office holders' explanatory report,
(c) any statement required by subsection 810(2)(d),
(d) the expert's report,
(e) the merging company's annual accounts and reports for the last three financial years ending on or before the first meeting of the members, or any class of members, of the merging company summoned for the purposes of approving the scheme,
(f) any supplementary accounting statement required by section 817,
(g) if no statement is required by section 817 because the merging company has made public a recent half-yearly financial report (see subsection 817(2) of that section), that report,
(h) if a merging company is a non-ADGM company, a statement of 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 documentary proof that such authorisations have been obtained.
(4) The requirement in subsection (1)(a) is subject to section 819(1) (publication of documents on merging company website).
(5) The requirements of subsection (3)(b) and (3)(c) are subject to section 824 (circumstances in which certain particulars and reports not required) and section 829 (agreement to dispense with reports etc).
(6) Section 1005 (right to hard copy version) does not apply to a document sent or supplied in accordance with subsection (1)(b) to a member who has consented to information being sent or supplied by the merging company by electronic means and has not revoked that consent.
(7) Part 4 of Schedule 5 (communications by means of a website) does not apply for the purposes of subsection (1)(b) (but see section 819(5)).
(8) The requirements in this section are subject to section 825 (other circumstances in which reports and inspection not required).