COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 199 Provisions for facilitating reconstruction and amalgamation of companies.

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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 199

Provisions for facilitating reconstruction and amalgamation of companies.

199.(1) Where an application is made to the court under section one hundred
and ninety-seven for the sanctioning of a compromise or arrangement proposed
between a company and any such persons as are mentioned in that section, and
it is shown to the court that the compromise or arrangement has been proposed
for the purposes of or in connection with a scheme for the reconstruction of
any company or companies or the amalgamation of any two or more companies, and
that under the scheme the whole or any part of the undertaking or the property
of any company concerned in the scheme (in this section referred to as "a
transferor company") is to be transferred to another company (in this section
referred to as "the transferee company"), the court may, either by the order
sanctioning the compromise or arrangement or by any subsequent order, make
provision for all or any of the following matters:

(a)the transfer to the transferee company of the whole or any part of the
undertaking and of the property or liabilities of any transferor company;

(b)the allotting or appropriation by the transferee company of any shares,
debentures, policies or other like interests in that company which under the
compromise or arrangement are to be allotted or appropriated by that company
to or for any person;

(c)the continuation by or against the transferee company of any legal
proceedings pending by or against any transferor company;

(d)the dissolution, without winding up, of any transferor company;

(e)the provision to be made for any persons, who within such time and in such
manner as the court directs, dissent from the compromise or arrangement;

(f)such incidental, consequential and supplemental matters as are necessary to
secure that the reconstruction or amalgamation shall be fully and effectively
carried out.

(2) Where an order under this section provides for the transfer of property or
liabilities, that property shall, by virtue of the order, be transferred to
and vest in, and those liabilities shall, by virtue of the order, be
transferred to and become the liabilities of, the transferee company, and in
the case of any property, if the order so directs, freed from any charge which
is by virtue of the compromise or arrangement to cease to have effect.

(3) Where an order is made under this section, every company in relation to
which the order is made shall cause an office copy thereof to be delivered to
the registrar of companies for registration within seven days after the making
of the order, and if default is made in complying with this sub-section,
the company and every officer of the company who is in default shall be liable
to a default fine.

(4) In this section "property" includes property, rights and powers of every
description, and "liabilities" includes duties.

(5) Notwithstanding sub-section (5) of section one hundred and ninety-seven,
"company" in this section does not include any company other than a company
within the meaning of this Act.

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Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 199