811. Draft terms of scheme (merger)
(1) A draft of the proposed terms of the scheme must be drawn up and adopted by the directors or equivalent office holders of the merging companies.
(2) The draft terms must give particulars of at least the following matters–
(a) in respect of each constituent company–
(i) its name, and
(ii) the address of its registered office,
(b) the cash, non-cash assets (including shares or other securities) in any body corporate which the holders of shares in the merging companies are to receive,
(c) in the case of any non-cash asset mentioned in (b) above, the value to be attributed to such assets or, in the case of any consideration that comprises shares or other securities, the securities exchange ratio, for the purposes of the relevant merger,
(d) the terms relating to the issue of shares, if any, in the surviving company,
(e) any rights or restrictions attaching to shares or other securities in any body corporate to be issued under the scheme to the holders of shares or other securities in a merging company to which any special rights or restrictions attach, or the measures proposed concerning them,
(f) any amount of benefit paid or given or intended to be paid or given–
(i) to any of the experts referred to in section 816 (expert’s report), or
(ii) to any director of a constituent company,
and the consideration for the payment of benefit.
(3) The requirements in subsection (2)(b) to 2(e) are subject to section 824 (circumstances in which certain particulars not required).