§ 215C — Manner of approving amalgamation proposal

215C.—(1) An amalgamation proposal must be approved —(a)

subject to the constitution of each amalgamating company, by the members of each amalgamating company by special resolution at a general meeting; and

(b)

by any other person, where any provision in the amalgamation proposal would, if contained in any amendment to the constitution of an amalgamating company or otherwise proposed in relation to that company, require the approval of that person.[36/2014]

(2) The board of directors of each amalgamating company must, before the general meeting mentioned in subsection (1)(a) —(a)

resolve that the amalgamation is in the best interest of the amalgamating company;

(b)

make a solvency statement in relation to the amalgamating company in accordance with section 215I; and

(c)

make a solvency statement in relation to the amalgamated company in accordance with section 215J.

(3) Every director who votes in favour of the resolution and the making of the statements mentioned in subsection (2) must sign a declaration stating —(a)

that, in his or her opinion, the conditions specified in subsection (2)(a), section 215I(1)(a) and (b) (in relation to the amalgamating company) and section 215J(1)(a) and (b) (in relation to the amalgamated company) are satisfied; and

(b)

the grounds for that opinion.

(4) The board of directors of each amalgamating company must send to every member of the amalgamating company, not less than 21 days before the general meeting mentioned in subsection (1)(a) —(a)

a copy of the amalgamation proposal;

(b)

a copy of the declarations given by the directors under subsection (3);

(c)

a statement of any material interests of the directors, whether in that capacity or otherwise; and

(d)

such further information and explanation as may be necessary to enable a reasonable member of the amalgamating company to understand the nature and implications, for the amalgamating company and its members, of the proposed amalgamation.

(5) The directors of each amalgamating company must, not less than 21 days before the general meeting mentioned in subsection (1)(a) —(a)

send a copy of the amalgamation proposal to every secured creditor of the amalgamating company; and

(b)

cause to be published in at least one daily English newspaper circulating generally in Singapore a notice of the proposed amalgamation, including a statement that —(i)

copies of the amalgamation proposal are available for inspection by any member or creditor of an amalgamating company at the registered offices of the amalgamating companies and at such other place as may be specified in the notice during ordinary business hours; and

(ii)

a member or creditor of an amalgamating company is entitled to be supplied free of charge with a copy of the amalgamation proposal upon request to an amalgamating company.

(6) Any director who contravenes subsection (3) shall be guilty of an offence.

—(1) An amalgamation proposal must be approved —(a)

subject to the constitution of each amalgamating company, by the members of each amalgamating company by special resolution at a general meeting; and

(b)

by any other person, where any provision in the amalgamation proposal would, if contained in any amendment to the constitution of an amalgamating company or otherwise proposed in relation to that company, require the approval of that person.[36/2014]

(2) The board of directors of each amalgamating company must, before the general meeting mentioned in subsection (1)(a) —(a)

resolve that the amalgamation is in the best interest of the amalgamating company;

(b)

make a solvency statement in relation to the amalgamating company in accordance with section 215I; and

(c)

make a solvency statement in relation to the amalgamated company in accordance with section 215J.

(3) Every director who votes in favour of the resolution and the making of the statements mentioned in subsection (2) must sign a declaration stating —(a)

that, in his or her opinion, the conditions specified in subsection (2)(a), section 215I(1)(a) and (b) (in relation to the amalgamating company) and section 215J(1)(a) and (b) (in relation to the amalgamated company) are satisfied; and

(b)

the grounds for that opinion.

(4) The board of directors of each amalgamating company must send to every member of the amalgamating company, not less than 21 days before the general meeting mentioned in subsection (1)(a) —(a)

a copy of the amalgamation proposal;

(b)

a copy of the declarations given by the directors under subsection (3);

(c)

a statement of any material interests of the directors, whether in that capacity or otherwise; and

(d)

such further information and explanation as may be necessary to enable a reasonable member of the amalgamating company to understand the nature and implications, for the amalgamating company and its members, of the proposed amalgamation.

(5) The directors of each amalgamating company must, not less than 21 days before the general meeting mentioned in subsection (1)(a) —(a)

send a copy of the amalgamation proposal to every secured creditor of the amalgamating company; and

(b)

cause to be published in at least one daily English newspaper circulating generally in Singapore a notice of the proposed amalgamation, including a statement that —(i)

copies of the amalgamation proposal are available for inspection by any member or creditor of an amalgamating company at the registered offices of the amalgamating companies and at such other place as may be specified in the notice during ordinary business hours; and

(ii)

a member or creditor of an amalgamating company is entitled to be supplied free of charge with a copy of the amalgamation proposal upon request to an amalgamating company.

(6) Any director who contravenes subsection (3) shall be guilty of an offence.