Companies Act 2014 section 1145

Certain provisions not to apply where court so orders

Section 1145 allows the court, when confirming a merger of public limited companies, to disapply certain statutory restrictions that would otherwise prevent the merger from being properly carried out.

• When a court confirms a merger under the PLC mergers chapter, it may include additional permissions in its order to ensure the merger can take effect properly.
• The court may permit the giving of financial assistance for the acquisition of shares, even though this would normally be prohibited under section 82 of the Act.
• The court may also permit a reduction in company capital, even though this would normally be restricted under section 84 of the Act.
• These dispensations are discretionary — the court will only grant them where it considers them necessary for the merger to be implemented effectively.