Section 245: Amalgamation proposal

245. Amalgamation proposal (1) An amalgamation proposal shall set out the terms of the amalgamation, and in particular— (a) the name of the amalgamated company where it is the same as the name of one of the amalgamating companies; (b) the registered office of the amalgamated company; (c) the full name, the usual residential address and the service address of the director or directors and the Secretary of the amalgamated company; (d) the address for service of the amalgamated company; (e) the share structure of the amalgamated company, specifying— (i) the number of shares of the company; (ii) the rights, privileges, limitations, and conditions attached to each share of the company, if different from those set out in section 46 (2); (f) the manner in which the shares of each amalgamating company are to be converted into shares of the amalgamated company; [Issue 5] C35 – 146 Revised Laws of Mauritius (g) where the shares of an amalgamating company are not to be converted into shares of the amalgamated company, the consideration that the holders of those shares are to receive instead of shares of the amalgamated company; (h) any payment to be made to a shareholder or director of an amalgamating company, other than a payment of the kind described in paragraph (g); (i) details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company; and (j) a copy of the proposed constitution of the amalgamated company. (2) An amalgamation proposal may specify the date on which the amalgamation is intended to become effective. (3) Where the shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation proposal— (a) shall provide for the cancellation of those shares without payment or the provision of other consideration when the amalgamation becomes effective; (b) shall not provide for the conversion of those shares into shares of the amalgamated company. [S. 245 amended by s. 5 (k) of Act 27 of 2012 w.e.f. 22 December 2012.]