A takeover or merger can be effected under a scheme of arrangement (D6.426) using a transfer scheme. This is where the shares in the target company are transferred to the bidder in consideration for the issue of shares or loan notes and/or the payment of cash by the bidder to the target shareholders.
Prior to 4 March 2015, it was also possible to effect a takeover/merger via a cancellation scheme. Under such arrangements, the shares in the target company were cancelled and the reserve created on that cancellation applied to pay up new shares which are issued to the bidder. The bidder then issued the relevant consideration to the target shareholders. A cancellation scheme involved a reduction of capital under the Companies Act. From 4 March 2015, amendments
To continue reading
View the latest version of this document, as well as thousands of others like it, sign in to Tolley+™ Research or register for a free trial
Web page updated on 17 Mar 2025 16:51