Companies Act 2014 section 1032

Dispensation from section 1028 — consideration for allotment other than securities and money-market instruments referred to in section 1031

Section 1032 allows a PLC to dispense with the requirement for an independent expert's valuation report when shares are allotted in exchange for non-cash consideration that consists of assets other than securities and money-market instruments, provided certain conditions around fair value, timing, and approval are met.

• A PLC may allot shares for non-securities assets without a full expert valuation report, provided the assets have been independently valued at fair value within six months of the allotment and in accordance with generally accepted valuation standards.
• The allotment must be approved either by ordinary resolution of the PLC or by the board of directors (following 14 days' notice to members), with such approval granted no more than 30 days before the allotment agreement is entered into.
• The dispensation is lost if exceptional circumstances significantly change the fair value of the assets, or if members holding at least 5% of the issued shares request a full valuation under section 1028.
• Where the dispensation is used, the PLC must file prescribed notices with the Registrar both before and after the allotment, describing the consideration, its value and source of valuation, and confirming that no exceptional circumstances have arisen.