Cap. 386 Art. 358Acquisition of one company by another which holds all its shares.

(1) The operation whereby the assets and liabilities of one or more companies are delivered to another company which is the holder of all their shares and other securities conferring the right to vote at general meetings and whereby the former companies are dissolved without having to be wound up shall be regulated by articles 344 to 356 to the exclusion of the provisions contained in article 344(2)(b), (c) and (d), article 346, article 348, particle 349(1)(d) and (e), article 354(1)(b) and article 355.

(2) For the purpose of this article and of article 359, any reference to "draft terms of acquisition" shall be taken to be a reference to "draft terms of merger" as specified in article 344.

(3) The approval of the general meeting of each of the companies involved in the operation shall not be required and article 345 shall not apply to the operation specified in sub-article (1), if the following conditions are fulfilled:

(a) the draft terms of acquisition as regards each company involved in the operation shall be delivered to the Registrar for registration and shall be published by him at least three months before the operation takes effect; and

(b) within the period mentioned in paragraph (a), all shareholders of the acquiring company shall be entitled to inspect at the registered office of the company the documents specified in article 349(1)(a),

(b) and where required, (c) which those same shareholders would be entitled to inspect in case of an amalgamation made in any of the manners specified in article 343; and the provisions of article 349(2), (3),

(4) and (5) shall apply: Provided that, in any case, the shareholders of the acquiring company holding at least five per cent of the issued share capital carrying the right to vote at general meetings of the company shall be entitled to require that a general meeting of the acquiring company be called to decide whether to approve the operation.