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828. Other circumstances in which meeting of members of surviving company not required (merger)

Past version: effective from 14/06/2015 - 13/06/2015
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(1) In the case of any merger by absorption, it is not necessary for the scheme to be approved by the members of the surviving company if the Court is satisfied that the following conditions have been complied with.
(2) The first condition is that either subsection (3) or subsection (4) is satisfied.
(3) This subsection is satisfied if publication of notice of receipt of the draft terms by the Registrar took place in respect of the surviving company at least one month before the date of the first meeting of members, or any class of members, of the merging company (or, if there is more than one merging company, any of them) which is not the surviving company summoned for the purposes of agreeing to the scheme.
(4) This subsection is satisfied if—
(a) the conditions in section 813(2) to 813(4) are met in respect of the surviving company,
(b) the Registrar published the notice mentioned in subsection 813(4) of that section on his website at least one month before the date of the first meeting of members, or any class of members, of the merging company (or, if there is more than one merging company, any of them) which is not the surviving company summoned for the purposes of agreeing to the scheme, and
(c) the draft terms remained available on the website throughout the period beginning one month before, and ending on, that date.
(5) The second condition is that subsection (6) or (7) is satisfied for each of the documents listed in the applicable subsection 818(3) relating to the surviving company and the merging company (or, if there is more than one merging company, each of them) which is not the surviving company.
(6) This subsection is satisfied for a document if the members of the surviving company were able during the period beginning one month before, and ending on, the date of any such meeting as is mentioned in subsection (3) to inspect that document at the registered office of that surviving company.
(7) This subsection is satisfied for a document if—
(a) the document is made available on a website which is maintained by or on behalf of the surviving company and identifies the surviving company,
(b) access to the document on the website is not conditional on the payment of a fee or otherwise restricted, and
(c) the document remains available on the website throughout the period beginning one month before, and ending on, the date of any such meeting as is mentioned in subsection (3).
(8) The third condition is that the members of the surviving company were able to obtain copies of the documents mentioned in subsection (5), or any part of those documents, on request and free of charge, throughout the period beginning one month before, and ending on, the date of any such meeting as is mentioned in subsection (3).
(9) For the purposes of subsection (8) —
(a) section 819(5) applies as it applies for the purposes of section 818(1)(b), and
(b) Part 4 of Schedule 5 (communications by means of a website) does not apply.
(10) The fourth condition is that—
(a) one or more members of that surviving company, who together held not less than 5% of the voting rights of the members of the surviving company entitled to vote at general meetings of the surviving company (excluding any shares in the surviving company held as treasury shares) would have been able, during that period, to require a meeting of each class of members to be called for the purpose of deciding whether or not to agree to the scheme, and
(b) no such requirement was made.