815. Directors’ or equivalent office holders’ explanatory report (merger)

(1) The directors or equivalent office holders of each of the merging companies must draw up and adopt a report.
(2) The report must consist of–
(a) the statement required by section 803 (statement to be circulated or made available), and
(b) insofar as that statement does not deal with the following matters, a further statement–
(i) setting out the legal and economic grounds for the draft terms and, where the holders of shares in the merging companies are to receive shares or other securities in any body corporate, the number of shares or other securities to be issued (“the share exchange ratio”), and
(ii) specifying any special valuation difficulties.
(3) The requirement in this section is subject to section 824 (circumstances in which certain particulars and reports not required), section 825 (other circumstances in which reports and inspection not required) and section 829 (agreement to dispense with reports etc.).