Companies Act 2014 section 466

Common draft terms of merger

Section 466 sets out the requirements for preparing and approving common draft terms of merger, including the minimum information that must be included in those terms.

• Directors of all merging companies must draw up and approve in writing the common draft terms of merger, which must include prescribed details about each transferor company and the successor company.
• Unless the merger is by absorption, the draft terms must specify the share exchange ratio, any cash payments, the terms for allotting shares in the successor company, and the date from which shareholders become entitled to profits.
• The draft terms must not provide for shares in the successor company to be exchanged for shares in a transferor company that are held by either the successor company itself or the transferor company itself (or their respective nominees).
• The official date of the common draft terms is the date on which they are approved in writing by the last of the merging companies' boards of directors to give approval.

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