Section 145 - Major transactions

(1) A company shall not enter into a major transaction unless the transaction is

(a) approved by special resolution; or

(b) contingent on approval by special resolution.

(2) For the purposes of this section,

(a) ‘assets’ include property of any kind whether tangible or intangible;

(b) ‘major transaction’ means

(i) the acquisition of, or an agreement to acquire, whether contingent or otherwise, assets, the value of which is more than seventy-five percent of the value of the assets of the company before the acquisition; or

(ii) the disposition of, or an agreement to dispose of, whether contingent or otherwise, assets of the company the value of which is more than seventy-five percent of the value of the assets of the company before the disposition; or

(iii) a transaction that has or is likely to have the effect of the company acquiring rights or interests or incurring obligations or liabilities, including contingent liabilities, the value of which is seventy-five percent of the value of the assets of the company before the transaction; and

(c) the assets of the company as regards major transactions under paragraph (b), include the assets of the company and that of the subsidiaries.

(3) The provisions of paragraphs (a) and (b) of subsection (2) shall not affect an agreement entered into by a company to give a charge secured over the assets of that company the value of which is more than seventy-five percent of the assets of the company, for the purpose of securing the repayment of money or the performance of an obligation.

(4) In assessing the value of a contingent liability for the purposes of subparagraph (iii) of paragraph (b) of subsection (2), the directors

(a) shall have regard to every circumstance that the directors know, or ought to know, affects, or may affect, the value of the contingent liability;

(b) may rely on estimates of the contingent liability that are reasonable in the circumstances; and

(c) may take account of

(i) the likelihood of the contingency occurring; and

(ii) any claim the company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability.

(5) The provisions of this section do not apply to a major transaction entered into by a receiver appointed pursuant to an instrument that creates a charge over the whole of or a substantial part of the property of a company.