236A Arrangement or amalgamation involving code company

(1)

If a proposed arrangement or amalgamation affects the voting rights of a code company, the applicant for an order under section 236(1) must, at the same time as filing the application, notify the Takeovers Panel of the application.

(2)

The court may not make an order under section 236(1) that affects the voting rights of a code company unless—

(a)

the code company’s shareholders approve the arrangement or amalgamation in accordance with subsection (4); and

(b)

either of the following applies:

(i)

the court is satisfied that the shareholders of the code company will not be adversely affected by the use of section 236(1) rather than the takeovers code to effect the change involving the code company; or

(ii)

the applicant has filed a statement from the Takeovers Panel indicating that the Takeovers Panel has no objection to an order being made under section 236(1).

(3)

The court need not approve a proposed arrangement or amalgamation merely because the Takeovers Panel has no objection to an order being made under section 236(1).

(4)

For the purposes of subsection (2)(a), the code company’s shareholders may only approve the arrangement or amalgamation in the following way:

(a)

by a resolution approved by a majority of 75% of the votes of the shareholders in each interest class entitled to vote and voting on the question; and

(b)

by a resolution approved by a simple majority of the votes of those shareholders entitled to vote.

(5)

For the purposes of this section and section 236B,—

affects the voting rights, in respect of an arrangement or amalgamation, means an arrangement or amalgamation that involves a change in the relative percentage of voting rights held or controlled by 1 or more shareholders

interest class may be determined in accordance with the principles set out in Schedule 10

voting right has the meaning set out in section 2(1) of the Takeovers Act 1993.

Section 236A: inserted, on 3 July 2014, by section 30 of the Companies Amendment Act 2014 (2014 No 46).