Companies Act 2014 section 475

Meetings of classes of shareholders

Section 475 clarifies how the rights of different classes of shareholders are protected when a company involved in a merger has more than one class of shares.

• Where a merging company has different classes of shares, the usual rules for varying class rights apply to any changes brought about by the merger.
• The applicable rules are those set out in Chapter 4 of Part 3 of the Companies Act 2014, which governs variation of rights attached to any class of shares.
• However, section 88(9) and section 89 are excluded and do not apply in the context of a merger.
• This means that affected classes of shareholders must approve any variation of their rights arising from the merger, in accordance with the standard class rights procedures.