Section 220 — Companies Act 1993: Amalgamation proposal

220 Amalgamation proposal (1) An amalgamation proposal must set out the terms of the amalgamation, and in particular— (a) The name of the amalgamated company, if it is the same as the name of one of the amalgamating companies: (b) The registered office of the amalgamated company: (c) The full name or names and residential address or addresses of the director or directors of the amalgamated company: (d) The address for service of the amalgamated company: (e) The share structure of the amalgamated company, specifying— (i) The number of shares of the company: (ii) The rights, privileges, limitations, and conditions attached to each share of the company, if different from those set out in section 36 of this Act: (f) The manner in which the shares of each amalgamating company are to be converted into shares of the amalgamated company: (g) If shares of an amalgamating company are not to be converted into shares of the amalgamated company, the consideration that the holders of those shares are to receive instead of shares of the amalgamated company: (h) Any payment to be made to a shareholder or director of an amalgamating company, other than a payment of the kind described in paragraph (g) of this subsection: (i) Details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company. (2) An amalgamation proposal may specify the date on which the amalgamation is intended to become effective. (3) If shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation proposal— (a) Must provide for the cancellation of those shares without payment or the provision of other consideration when the amalgamation becomes effective: (b) Must not provide for the conversion of those shares into shares of the amalgamated company.