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Companies Act Essay

1791 words - 8 pages


Introduction • Target Company • Acquiring Company Transaction Flow Regulatory Authorities • Regulator/Role

2 2 3

8 Other Critical Issues • Court-ordered Meeting • Eliciting shareholders’ support ahead of the Court-ordered Meeting • Text of resolutions Documentation Requirements 9 9 9 10

Introduction In a merger transaction, the underlying goal is to consolidate the operations of the merging companies into one entity. In order to achieve this aim, the following objectives have to be accomplished: Target Company Existing Shareholders to surrender all fully paid shares for cancellation. Surrendered shares are referred to as “Scheme Shares”; All assets, liabilities and ...view middle of the document...

) Week 11 Send original of Board Resolutions to financial advisers Merging companies/Company Secretaries Merging companies/Financial advisers Reporting Accountants

Appoint other parties

Commence work on review of five-year audited financial statements and profit forecasts

Week 11

Send signed Audited Accounts to Financial advisers /Reporting Accountants Send Directors’ consents and Powers of Attorney in duplicate to Financial advisers File pre-scheme notice with SEC

Financial Advisers/Auditors Merging companies

Financial advisers Reporting Accountants/ Financial advisers Financial advisers/Stockbroker Financial advisers

Week 11

Notify FBIR of the Scheme and seek confirmation of tax implications File application with listing stock exchange

Week 11

Week 11

Send draft Scheme timetable to all parties



Request notarised Parties’ consents in duplicate Week 12 First All Parties’ Meeting to review Scheme document Receive Parties' notarised consents Commence drafting of Court processes

Financial advisers

All Parties

Week 13

Financial advisers Solicitors


Transaction flow (Contd.) Week 13 Obtain SEC in-principle approval of Scheme Receive draft Reporting Report & Profit forecast Accountants' Financial advisers

Week 14

Reporting Accountants Financial advisers

Week 14

Circulate revised draft Scheme document to all parties Second All Parties Meeting Obtain signed Accountants Report & Profit Forecasts Complete final amendments to Scheme document

Week 15

All Parties Reporting Accountants Financial advisers

Week 15

Apply to SEC for clearance of Scheme document/File application with The NSE File final draft of Scheme document with Federal High Court

Financial advisers / Stockbrokers Solicitors

Week 15

Appoint Advert Agent Appoint printers

Financial advisers Financial advisers Merging companies/ Financial advisers / Stockbrokers Stockbrokers Solicitors

Week 16

NSE Quotation Committee to consider application

Week 16 Week 17

Obtain NSE’s approval Obtain order from Federal High Court convening shareholders' meetings Obtain SEC’s document clearance of Scheme

Financial advisers Financial advisers

Commence printing of Scheme document and proxy/admission/voting cards Week 19 Publish first newspaper advert Financial advisers


Transaction flow (Contd.) Week 20 Despatch proxy/admission/voting cards and Scheme document containing notice of Court-ordered meetings to companies' shareholders Publish second newspaper advert Obtain FBIR’s Ruling on tax implication of Scheme Latest date for lodging proxy cards for AGM Court-ordered meeting File returns of meetings at CAC Obtain CAC-certified resolutions Apply for SEC approval of Scheme Week 27 Week 27 Week 28 Receive SEC approval of Scheme File petition for order sanctioning Scheme Obtain Court sanction of Scheme Merging companies/ Registrars

Week 21 Week 23

Financial advisers Auditors


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