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Section 140G | Treatment of securities issued on merger F1

From legislation.gov.uk

(1)This section applies on a merger which satisfies the conditions specified in subsection (2), where—

(a)an SE is formed by the merger of two or more companies in accordance with Articles 2(1) and 17(2)(a) or (b) of Council Regulation (EC) 2157/2001 on the Statute for a European Company (Societas Europaea),

(b)an SCE is formed by the merger of two or more cooperative societies, at least one of which is a registered society within the meaning of the Co-operative and Community Benefit Societies Act 2014 or a society registered or treated as registered under the Industrial and Provident Societies Act (Northern Ireland) 1969, in accordance with Articles 2(1) and 19 of Council Regulation (EC) 1435/2003 on the Statute for a European Cooperative Society (SCE),F2

(c)the merger is effected by the transfer by one or more companies of all their assets and liabilities to a single existing company in exchange for the issue by the transferee, to each person holding shares in or debentures of a transferor, of shares or debentures, or

(d)the merger is effected by the transfer by two or more companies of all their assets and liabilities to a single new company (other than an SE or an SCE) in exchange for the issue by the transferee, to each person holding shares in or debentures of a transferor, of shares or debentures.

(2)The conditions mentioned in subsection (1) are that—

(a)each of the merging companies is resident in a relevant state,F3

(b)the merging companies are not all resident in the same relevant state, andF4

(c)the merger does not constitute or form part of a scheme of reconstruction within the meaning of section 136.

(3)Where this section applies, the merger shall be treated for the purposes of section 136 as if it were a scheme of reconstruction.

(4)Where section 136 applies by virtue of subsection (3) above section 136(6) (and section 137) shall not apply.

(5)Subsections (8) and (9) of section 140E apply for the purposes of this section as they apply for the purposes of that section.