Section 242 - Merger proposal

(1) A merger proposal shall set out the terms of the scheme and provide at least for the following:

(a) in respect of each transferor company and the transferee company,

(i) the name of the company,

(ii) the address of the registered office of the company, and

(iii) the type of company;

(b) the number of shares in the transferee company to be allotted to members of a transferor company for a given number of their shares referred to as the “share exchange ratio”;

(c) the amount of any cash payment;

(d) the terms relating to the allotment of shares in the transferee company;

(e) the date from which the holding of shares in the transferee company will entitle the holders to participate in profits, and any special conditions affecting that entitlement;

(f) the date from which the transactions of a transferor company are to be treated for accounting purposes as being those of the transferee company;

(g) any rights or restrictions attaching to shares or other securities in the transferee company to be allotted under the scheme to the holders of shares or other securities in a transferor company to which any special rights or restrictions attach, or the measures proposed concerning them;

(h) the name of the transferee company where it is the same as the name of one of the merging companies;

(i) the full name and residential address of each director and the secretary of the transferee company;

(j) the address for service of the transferee company;

(k) the shareholding structure of the transferee company, specifying the

(i) number of authorised shares of the company; and

(ii) rights, privileges, limitations, and conditions attached to each share of the company;

(l) the manner in which the shares of each transferor company are to be converted into shares of the transferee company;

(m) where the shares of a transferor company are not to be converted into shares of the transferee company, the consideration that the holders of those shares are to receive instead of shares of the transferee company;

(n) any payment to be made to a member or director of the transferor company, other than a payment of the kind described in paragraph (m);

(o) details of any arrangement necessary to complete the merger and to provide for the subsequent management and operation of the transferee company; and

(p) a copy of the proposed constitution of the transferee company, if any.

(2) A merger proposal may specify the date on which the merger is intended to become effective.

(3) Where the shares of one of the merging companies are held by or on behalf of another merging company, the merger proposal shall

(a) provide for the cancellation of those shares without payment or for any other consideration when the merger becomes effective; and

(b) not provide for the conversion of those shares into shares of the transferee company.