Section 323 | Meaning of “merger” and “successor company”

(1)For the purposes of this Chapter there is a merger of two or more companies (“the merging companies”) if—

(a)shares in one of the merging companies (“company A”) are issued to members of the other merging company or companies, and

(b)the shares issued to members of the other merging company or, in the case of each of the other merging companies, the shares issued to members of that other company, are issued—

(i)in exchange for their shares in that other company, or

(ii)by way of consideration for a transfer to company A of the whole or part of the business of that other company.

(2)For the purposes of this Chapter there is also a merger of two or more companies (“the merging companies”) if—

(a)shares in a company (“company B”) that is not one of the merging companies are issued to members of the merging companies, and

(b)in the case of each of the merging companies, the shares issued to members of that company are issued—

(i)in exchange for their shares in that company, or

(ii)by way of consideration for a transfer to company B of the whole or part of the business of that company.

(3)In this Chapter “the successor company”—

(a)in relation to a merger such as is described in subsection (1), means the company that performs the role of company A, and

(b)in relation to a merger such as is described in subsection (2), means the company that performs the role of company B.