Companies Act 2014 section 1140

Purchase of minority shares

Section 1140 sets out the right of dissenting shareholders in a merger to require the successor company to buy their shares for cash, and the terms on which that purchase must take place.

• Shareholders who voted against the merger resolution, or certain other shareholders in specified circumstances, may request the successor company to purchase their shares for cash within 15 days of the relevant general meeting date.
• The successor company must buy those shares at a price based on the share exchange ratio stated in the common draft terms of merger, and the purchased shares are then treated as treasury shares.
• The "relevant date" for the 15-day deadline is the date of the latest general meeting (or class meeting) of the merging company in question held to consider the draft terms of merger.
• Nothing in this section limits the court's power to make any order it considers necessary to protect the interests of a dissenting minority in a merging company.