923 Directors' explanatory report (division)
923 Directors' explanatory report (division)
Companies Act 2006 | Legislation

(1)     The directors of the transferor and each existing transferee company must draw up and adopt a report.

(2)     The report must consist of—

(a)     the statement required by section 897 (statement explaining effect of 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 for the criteria on which the allocation to the members of the transferor company of shares in the transferee companies was based, and

(ii)     specifying any special valuation difficulties.

(3)     The report must also state—

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