Companies Act

952. Directors to prepare explanatory report in relation to division

Edition: 2024-12-27 · In force

952. Directors to prepare explanatory report in relation to division

(1)The directors of the transferor company and each existing transferee company shall prepare and adopt a report that complies with subsection (2).

(2)A report complies with this subsection if it includes—

(a)the statement required by section 924;

(b)insofar as that statement does not deal with the following matters, a further statement—

(i)specifying 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; and

(c)a statement as to—

(i)whether a report has been made to any transferee company under section 368; and

(ii)if so, whether that report has been lodged with the Registrar for registration.

(3)This section is subject to section 962.

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Source: Kenya Law