806. Powers Of Court To Facilitate Reconstruction Or Amalgamation Or Merger Or Division
(1) This section applies where application is made to the Court under section 805 to sanction a compromise or arrangement and it is shown that one or more of the following applies–
(a) the compromise or arrangement is proposed for the purposes of, or in connection with, a scheme:
(i) for the reconstruction of any company or companies, and
(ii) under which the whole or any part of the undertaking or the property of any company concerned in the scheme (“a transferor company”) is to be transferred to another company (“the transferee company”),
(b) the compromise or arrangement is proposed for the purposes of, or in connection with, a scheme involving a merger or amalgamation under which two or more companies are to merge or amalgamate into a single company or body corporate or into a new company as described in section 810(1)(a) or 810(1)(b), or
(c) the compromise or arrangement is proposed for the purposes of, or in connection with, a scheme under which the undertaking, property and liabilities of a company are to be divided and transferred as mentioned in section 830(1).
(2) The Court may, either by the order sanctioning the compromise or arrangement or by a subsequent order, make provision for all or any of the following matters–
(a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any scheme transferor company, or the merger of the two or more companies or the division of the company and its undertaking, property and liabilities,
(b) the issue or appropriation by the scheme transferee company or surviving company of any shares, debentures, policies or other like interests in that scheme transferee company or surviving company which under the compromise or arrangement are to be allotted or appropriated by that scheme transferee company or surviving company to or for any person,
(c) the continuation by or against the scheme transferee company or surviving company of any legal proceedings pending by or against any scheme transferor company on such terms as the Court may order,
(d) the dissolution, without winding up, of any scheme transferor company,
(e) the provision to be made for any persons who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement,
(f) such incidental, consequential supplemental or any other matters as the Court may, in its discretion think fit or may consider necessary to secure that the reconstruction, amalgamation, merger or division is fully and effectively carried out.
(3) If an order under this section provides for the transfer of property or liabilities–
(a) the property is by virtue of the order transferred to, and vests in, the scheme transferee company, and
(b) the liabilities are, by virtue of the order, transferred to and become liabilities of that company.
(4) The property (if the order so directs) vests freed from any charge that is by virtue of the compromise or arrangement to cease to have effect.
(5) In this section–
“liabilities” includes duties and obligations,
“merging company” has the meaning set out in section 810(3),
“property” includes property, rights and powers of every description,
“scheme transferee company” means (i) a transferee company; and (ii) any existing company or new company in the case of a scheme involving a division as mentioned in section 830,
“scheme transferor company” means (i) a transferor company, and (ii) any company whose undertaking, property and liabilities are to be divided and transferred under Chapter 3 of Part 26,
“surviving company” has the meaning set out in section 810(3),
“transferee company” has the meaning given to it in subsection (1)(a)(ii), and
“transferor company” has the meaning given to it in subsection (1)(a)(ii).
(6) Every company in relation to which an order is made under this section must cause a copy of the order to be delivered to the Registrar within seven days after its making.
(7) If default is made in complying with subsection (6), a contravention of these Regulations is committed by–
(a) the company, and
(b) every officer of the company who is in default.
(8) A person who commits the contravention referred to in subsection (7) is liable to a level 3 fine.