Section 908 Directors' explanatory report (merger)

United Kingdom

(1)

The directors of each of the merging companies must draw up and adopt a report.

(2)

The report must consist of—

(a)

F1the required statement explaining the effect of the compromise or arrangement, 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 in particular for the share exchange ratio, and

(ii)

specifying any special valuation difficulties.

F2(2A)

In subsection (2) “the required statement explaining the effect of the compromise or arrangement” means—

(a)

in a case where a meeting is summoned under section 896 in relation to the compromise or arrangement, the statement required by section 897;

(b)

in a case where a meeting is summoned under section 901C in relation to the compromise or arrangement, the statement required by section 901D.

(3)

The requirement in this section is subject to section 915 (circumstances in which reports not required) F3, section 915A (other circumstances in which reports and inspection not required) and section 918A (agreement to dispense with reports etc)..

Annotations

Textual amendments

F1: Words in s. 908(2) substituted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 36(4)(a) (with ss. 2(2), 5(2))
F2: S. 908(2A) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 36(4)(b) (with ss. 2(2), 5(2))
F3: Words in s. 908(3) added (1.8.2011 with application in accordance with reg. 1(2)) by The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 (S.I. 2011/1606), reg. 7

Notes on Part 27

Modifications

C1: Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
C2: Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
C3: Pt. 27 applied (6.4.2008) by S.I. 2001/1228, Sch. 6 paras. 5, 6 (as amended by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 para. 223(4) (with arts. 6, 11, 12))
C4: Pt. 27 applied (6.4.2008) by 2000 c. 8, s. 105(5) (as substituted by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 para. 211(1) (with arts. 6, 11, 12))

Notes on Chapter 2

Modifications

C1: Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))