Companies Act 2014 section 469

Merger financial statement

Section 469 sets out when a merging company must prepare a special financial statement for the purposes of a merger, and prescribes the format, content, and audit requirements for that statement.

• A merger financial statement is required where a company's latest statutory accounts are more than six months old at the date of the draft merger terms, the Summary Approval Procedure is not being used, and the company is exempt from holding a general meeting
• The statement must follow the format of the company's last annual balance sheet, comply with Part 6 of the Act, and be drawn up as at a date no earlier than the first day of the third month before the draft merger terms date
• Valuations from the last balance sheet may only be adjusted for entries in the accounting records, but interim depreciation, provisions, and material changes in actual value not shown in the records must also be taken into account
• The requirement to prepare a merger financial statement can be disapplied if all voting shareholders — and, where relevant, all holders of securities whose consent is needed for shareholder votes to take effect — agree that the section should not apply