This section applies in the case of a merger by absorption where 90% or more (but not all) of the relevant securities of the merging company (or, if there is more than one transferor company, of each of them) which is not the surviving company are held by or on behalf of the surviving company.
(1) If the conditions in subsections (2) and (3) are met, the requirements of the following sections do not apply–
(b) section 815
(directors’ or equivalent office holders’ explanatory report),
(f) section 820
(report on material changes of assets of merging company).
(2) The first condition is that the scheme provides that every other holder of relevant securities has the right to require the surviving company to acquire those securities.
(3) The second condition is that, if a holder of securities exercises that right, the consideration to be given for those securities is fair and reasonable.
(4) The powers of the Court under section 806
(2) (power of Court to facilitate reconstruction or amalgamation or merger or division) include the power to determine, or make provision for the determination of, the consideration to be given for securities acquired under this section.
(5) In this section–
“other holder” means a person who holds securities of the merging company which is not the surviving company otherwise than on behalf of the surviving company (and does not include the surviving company itself),
“relevant securities”, in relation to a merging company, means shares or other securities carrying the right to vote at general meetings of the merging company.