Companies Act 2014 section 1149

Interpretation (Chapter 17)

Section 1149 sets out the key definitions and interpretive rules that apply throughout Chapter 17, which deals with divisions of public limited companies.

• Key terms such as "company", "director", "division", "share exchange ratio", "successor company", and "transferor company" are defined for the purposes of this chapter.
• A "division" can take two forms: a division by acquisition (where existing companies absorb the transferor's assets) or a division by formation of new companies.
• The "share exchange ratio" is the number of shares or securities in a successor company that members of the transferor company receive in exchange for their existing holdings.
• References to a "company involved in a division" and to the "acquisition" of a company are given specific interpretive meanings depending on the type of division concerned.

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