Cap. 386 Art. 365Documents which shareholders of companies involved in a division are entitled to inspect.

(1) All shareholders of the companies involved in a division shall be entitled to inspect the following documents at the registered office of each company involved in the division at least one month before the date of the general meeting which is to decide on the draft terms of division:

(a) the draft terms of division;

(b) the annual accounts and directors’ reports of the companies involved in the division for the preceding three accounting periods;

(c) an accounting statement drawn up as at a date which shall not be earlier than the first day of the third month preceding the date of the draft terms of division, if the latest annual accounts relate to an accounting period which ended more than six months before that date;

(d) the reports of the directors of the companies involved in the division provided for in article 363(1); and

(e) the reports provided for in article 364: Provided that for the purposes of paragraph (c), an accounting statement shall not be required if the company publishes a half-yearly financial report in accordance with Capital Markets Rules issued in terms of the Financial Markets Act and governing such reports, and makes it available to shareholders in accordance with this sub-article.

(2) The accounting statement provided for in sub-article (1)(c) shall be drawn up using the same methods and the same layout as the latest balance sheet:

Provided that -

(a) it shall not be necessary to take a fresh physical inventory;

(b) the valuations shown in the latest balance sheet shall be altered only to reflect entries in the accounting records; and

(c) the following shall nevertheless be taken into account: interim depreciation and provisions, and material changes in actual values not shown in the accounting records.

(3) Every shareholder shall be entitled to obtain, on request and free of charge, full or, if so desired, partial copies of the documents referred to in sub-article (1) and where a shareholder has consented to the use by the company of electronic means for conveying information, such copies may be provided in such manner.

(4) A company shall be exempt from the requirement to make the documents referred to in sub-article (1) available at its registered office if, for a continuous period beginning at least one month before the day fixed for the general meeting which is to decide on the draft terms of division and ending not earlier than the conclusion of that meeting, it makes them available on its website.

(5) Sub-article (3) shall not apply if the website gives shareholders the possibility, throughout the period referred to in sub-article (4), of downloading and printing the documents referred to in sub-article (1).