§ 215D — Short form amalgamation

215D.—(1) A company (called in this subsection the amalgamating holding company) and one or more of its wholly‑owned subsidiaries (called in this subsection the amalgamating subsidiary company) may amalgamate and continue as one company, being the amalgamated holding company or the amalgamated subsidiary company, without complying with sections 215B and 215C if the members of each amalgamating company, by special resolution at a general meeting, resolve to approve an amalgamation of the amalgamating companies on the terms that —(a)

in the case —(i)

where the amalgamating companies continue as the amalgamated holding company — the shares of each amalgamating subsidiary company will be cancelled without any payment or any other consideration; or

(ii)

where the amalgamating companies continue as an amalgamated subsidiary company — the shareholders of the amalgamating holding company are to be issued and hold the same number of shares in the amalgamated subsidiary company as they hold in the amalgamating holding company without any payment or other consideration and the shares of each amalgamating company, except for the shares in the amalgamated subsidiary company which are issued to the shareholders of the amalgamating holding company, will be cancelled without any payment or any other consideration;

(b)

the constitution of the amalgamated company will be the same as the constitution of the amalgamating company whose shares are not cancelled;

(c)

the directors of the amalgamating holding company and every amalgamating subsidiary company are satisfied that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and

(d)

the person or persons named as director or directors in the resolution of each amalgamating company will be the director or directors of the amalgamated company.[36/2014]

(2) Two or more wholly‑owned subsidiary companies of the same corporation may amalgamate and continue as one company without complying with sections 215B and 215C if the members of each amalgamating company, by special resolution at a general meeting, resolve to approve an amalgamation of the amalgamating companies on the terms that —(a)

the shares of all but one of the amalgamating companies will be cancelled without payment or other consideration;

(b)

the constitution of the amalgamated company will be the same as the constitution of the amalgamating company whose shares are not cancelled;

(c)

the directors of every amalgamating company are satisfied that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and

(d)

the person or persons named in each resolution will be the director or directors of the amalgamated company.[36/2014]

(3) The directors of each amalgamating company must, not less than 21 days before the general meeting mentioned in subsection (1) or (2) (as the case may be) give written notice of the proposed amalgamation to every secured creditor of the amalgamating company.

(4) The resolution mentioned in subsection (1) or (2) (as the case may be) is deemed to be an amalgamation proposal that has been approved.

(5) The board of directors of each amalgamating company must, before the commencement of the general meeting mentioned in subsection (1) or (2) (as the case may be), make a solvency statement in relation to the amalgamated company in accordance with section 215J.[36/2014]

(6) Every director who votes in favour of the making of the solvency statement mentioned in subsection (5) must sign a declaration stating —(a)

that, in the director’s opinion, the conditions specified in section 215J(1)(a) and (b) are satisfied; and

(b)

the grounds for that opinion.

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

(8) A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act.

—(1) A company (called in this subsection the amalgamating holding company) and one or more of its wholly‑owned subsidiaries (called in this subsection the amalgamating subsidiary company) may amalgamate and continue as one company, being the amalgamated holding company or the amalgamated subsidiary company, without complying with sections 215B and 215C if the members of each amalgamating company, by special resolution at a general meeting, resolve to approve an amalgamation of the amalgamating companies on the terms that —(a)

in the case —(i)

where the amalgamating companies continue as the amalgamated holding company — the shares of each amalgamating subsidiary company will be cancelled without any payment or any other consideration; or

(ii)

where the amalgamating companies continue as an amalgamated subsidiary company — the shareholders of the amalgamating holding company are to be issued and hold the same number of shares in the amalgamated subsidiary company as they hold in the amalgamating holding company without any payment or other consideration and the shares of each amalgamating company, except for the shares in the amalgamated subsidiary company which are issued to the shareholders of the amalgamating holding company, will be cancelled without any payment or any other consideration;

(b)

the constitution of the amalgamated company will be the same as the constitution of the amalgamating company whose shares are not cancelled;

(c)

the directors of the amalgamating holding company and every amalgamating subsidiary company are satisfied that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and

(d)

the person or persons named as director or directors in the resolution of each amalgamating company will be the director or directors of the amalgamated company.[36/2014]

(2) Two or more wholly‑owned subsidiary companies of the same corporation may amalgamate and continue as one company without complying with sections 215B and 215C if the members of each amalgamating company, by special resolution at a general meeting, resolve to approve an amalgamation of the amalgamating companies on the terms that —(a)

the shares of all but one of the amalgamating companies will be cancelled without payment or other consideration;

(b)

the constitution of the amalgamated company will be the same as the constitution of the amalgamating company whose shares are not cancelled;

(c)

the directors of every amalgamating company are satisfied that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and

(d)

the person or persons named in each resolution will be the director or directors of the amalgamated company.[36/2014]

(3) The directors of each amalgamating company must, not less than 21 days before the general meeting mentioned in subsection (1) or (2) (as the case may be) give written notice of the proposed amalgamation to every secured creditor of the amalgamating company.

(4) The resolution mentioned in subsection (1) or (2) (as the case may be) is deemed to be an amalgamation proposal that has been approved.

(5) The board of directors of each amalgamating company must, before the commencement of the general meeting mentioned in subsection (1) or (2) (as the case may be), make a solvency statement in relation to the amalgamated company in accordance with section 215J.[36/2014]

(6) Every director who votes in favour of the making of the solvency statement mentioned in subsection (5) must sign a declaration stating —(a)

that, in the director’s opinion, the conditions specified in section 215J(1)(a) and (b) are satisfied; and

(b)

the grounds for that opinion.

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

(8) A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act.