Ireland · The public limited company

A merger involving a public limited company: the draft terms, the reports, the meetings and the order

the Companies Act 2014 · sections 1130 to 1138, 1140, 1141, 1143, 1144 and 1148

There is only one route. A merger involving a PLC may not be put into effect save under and in accordance with the provisions of Chapter 3 (section 1130(1)). The Summary Approval Procedure that is available for a merger of private companies is not available here, so the timetable is longer and the court is involved.

The 30-day availability requirements appear twice, as they do for a private merger. The requirements of section 1135(1) must be fulfilled by each merging company at least 30 days before the date of the general meeting (section 1135(2)), and the documents to which section 1136(1) applies must be available in each merging company for 30 days before that date (section 1136(3)). Where the latest statutory financial statements of any merging company relate to a financial year ended more than 6 months before the date section 1134(1) identifies, a merger financial statement is required, subject to sections 1134(6) and (8).

Sections 1130 to 1133 set the common draft terms, the directors' explanatory report and the appointment of the expert. If a person appointed as expert under section 1133(3)(a) or (b) ceases to be a qualified person, that person must act as section 1133(11) requires. Sections 1134 to 1138 govern the merger financial statement, registration, inspection of documents and the general meetings, and sections 1132, 1133 and 1136 do not apply to an operation referred to in section 1137(7)(b) where the conditions in section 1137(11) are met.

Sections 1140, 1141, 1143, 1144 and 1148 govern minority shares, the court's confirmation order and criminal liability. Where a shareholder makes a request under section 1140(1), the successor company must purchase those shares in the manner section 1140(2) sets.

Files 150, 151, 152 and 153 of the IE-COMPANY package cover this situation. File 150 works through the common draft terms and the directors' explanatory report. File 151 works through the expert's report and the merger financial statement. File 152 works through registration, inspection of documents and the general meetings. File 153 works through minority shares, the confirmation order and the criminal liability the Chapter creates.

This situation is covered by these files from the pack IE-COMPANY

• File 150 · PLC mergers: the common draft terms and the directors' explanatory report
• File 151 · PLC mergers: the expert's report and the merger financial statement
• File 152 · PLC mergers: registration, inspection of documents and general meetings
• File 153 · PLC mergers: minority shares, the confirmation order and criminal liability

ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

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