Companies Act 2014 section 452

Information as to compromises or arrangements with members and creditors

Section 452 sets out the information that must be provided to members and creditors when a scheme meeting is convened to consider a proposed compromise or arrangement.

• A scheme circular must accompany every notice of a scheme meeting sent to creditors or members, explaining the effect of the proposed compromise or arrangement and disclosing any material interests of directors (including shadow and de facto directors) and debenture trustees
• Where the meeting notice is given by advertisement, the circular itself must be included or the advertisement must state where and how entitled creditors or members can obtain a free copy
• Directors and debenture trustees are personally required to provide the company in writing with the information about their interests needed for the scheme circular
• Failure to comply is a category 3 offence for the company and any officer in default (including any liquidator or debenture trustee), though it is a defence to show that the default was caused by a director's or debenture trustee's refusal to supply the necessary particulars