Companies Act 2014 section 1134

Merger financial statement

Section 1134 sets out when a merging company must prepare a merger financial statement and the rules governing its preparation, along with the exemptions from this requirement.

• A merger financial statement must be prepared if a merging company's latest statutory financial statements relate to a financial year ending more than six months before the date of the common draft terms of merger.
• The statement must follow the format of the company's last annual balance sheet, comply with Part 6 requirements, and be drawn up as at a date no earlier than the first day of the third month before the common draft terms of merger.
• The requirement is waived if the company publishes a half-yearly financial report covering the first six months of its financial year and makes it available for inspection under section 1136.
• The requirement may also be waived if all voting shareholders — and, where applicable, all holders of securities whose consent is needed for votes to take effect — agree that a merger financial statement is not necessary.

---