836. Expert’s report (division)

Past version: effective from 29/04/2020 - 28/04/2020
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(1) An expert’s report must be drawn up on behalf of each of each company involved in the division.
(2) The report required is a written report on the draft terms to the members of the company.
(3) The Court may on the joint application of the companies involved in the division approve the appointment of a joint expert to draw up a single report on behalf of all those companies.
If no such appointment is made, there must be a separate expert’s report to the members of each company involved in the division drawn up by a separate expert appointed on behalf of that company.
(4) The expert must be a person who–
(a) is eligible for appointment as an auditor, and
(b) meets the independence requirement in section 850.
(5) The expert’s report must–
(a) indicate the method or methods used to arrive at the share exchange ratio,
(b) give an opinion as to whether the method or methods used are reasonable in all the circumstances of the case, indicate the values arrived at using each such method and (if there is more than one method) give an opinion on the relative importance attributed to such methods in arriving at the value decided on,
(c) describe any special valuation difficulties that have arisen,
(d) state whether in the expert’s opinion the share exchange ratio is reasonable, and
(e) in the case of an expert valuation made by a person other than himself (see section 849), state that it appeared to him reasonable to arrange for it to be so made or to accept a valuation so made.
(6) The expert (or each of them) has–
(a) the right of access to all such documents of the companies involved in the division, and
(b) the right to require from the companies’ officers all such information,
     as he thinks necessary for the purposes of making his report.
(7) The requirement in this section is subject to section 846 (agreement to dispense with reports etc) and section 847 (certain requirements excluded where shareholders given proportional rights).