Cap. 386 Art. 362Approval by extraordinary resolution of division.

(1) A division may only be made if it has been approved by an extraordinary resolution of each company involved in the division to be adopted by each such company at least one month after the publication of its draft terms of division and not later than three months therefrom.

(2) Where shares in the recipient companies are allocated to the shareholders of the company to be divided otherwise than in proportion to their rights in the capital of that company, the dissenting members of that company may exercise the right to have their shares redeemed. In such case, the shares shall be redeemed on such terms as may be agreed or as the court, on a demand made either by any of the recipient companies or by any of the dissenting members of the company to be divided, thinks fit to order.

(3) The provisions of this Act governing alterations and additions to the memorandum and articles shall, as appropriate, apply to any alterations and additions to the memorandum and articles necessitated by any division referred to in this Part.

(4) Where there is more than one class of shares in any of the companies involved in a division the extraordinary resolutions of those companies concerning the division shall be subject to a separate vote by at least each class of shareholders whose rights are affected thereby.

(5) The extraordinary resolution taken by each of the companies involved in a division shall cover both the approval of the draft terms of division and any alterations and additions to the memorandum and articles necessitated by the division.

(6) The general meeting of any recipient company shall not be required if the following conditions are fulfilled:

(a) the publication of the statement referred to in article 401(1)(e), provided for pursuant to the registration required by virtue of article 361(5) shall be effected, for each recipient company, at least one month and not more than three months before the date fixed for the general meeting of the company to be divided which is to decide on the draft terms of division;

(b) at least one month before the date specified in paragraph (a) all shareholders of each recipient company shall be entitled to inspect the documents specified in article 365(1) in accordance with the provisions of that article; and

(c) one or more shareholders of any recipient company holding at least five per cent of the issued share capital which carries a right to vote at general meetings of the company shall be entitled to require that a general meeting of that recipient company be called to decide whether to approve the division.

(7) Without prejudice to sub-article (6), approval of the division by the general meeting of the company being divided shall not be required if the recipient companies together hold all the shares and other securities conferring the right to vote at general meetings of the company being divided, and the following conditions are fulfilled:

(a) the publication of the statement referred to in article 401(1)(e), provided for pursuant to the registration required by virtue of article 361(5) shall be effected, for all companies involved in the division, at least one month and not more than three months before the date fixed for the general meeting of the company to be divided which is to decide on the draft terms of division;

(b) at least one month before the date specified in paragraph (a) all shareholders of all companies involved in the division shall be entitled to inspect the documents specified in article 365(1) in accordance with the provisions of that article; and

(c) where a general meeting of the company being divided, required for the approval of the division, is not convened, the information provided for by article 363(4) covers any material change in the assets and liabilities after the date of preparation of the draft terms of division.