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Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 [SI 2011 No. 1606]Introductory TextPart 1 Introductory (reg. 1)Regulation 1 Citation, commencement and applicationPart 2 Amendments to Part 17 of the Companies Act 2006 (reg. 2)Regulation 2 Public company: valuation of non-cash consideration for shares: exceptionsPart 3 Amendments to Part 27 of the Companies Act 2006 (regs. 3-31)Regulation 3Regulation 4 Relationship of Part 27 to Part 26Publication of draft terms (merger) (regs. 5-6)Regulation 5Regulation 6Regulation 7 Directors' explanatory report (merger)Regulation 8 Expert's report (merger)Regulation 9 Supplementary accounting statement (merger)Inspection of documents (merger) (regs. 10-11)Regulation 10Regulation 11Regulation 12 Report on material changes of assets etc (merger)Regulation 13 Approval of articles of new transferee company (merger)Regulation 14 Reports and inspection not required if minority shareholders have right to sell out (merger)Regulation 15 Circumstances in which meeting of members of transferee company not required (merger)Regulation 16 Circumstances in which no meetings required (merger)Regulation 17 Other circumstances in which meeting of members of transferee company not required (merger)Regulation 18 Agreement to dispense with report (merger)Publication of draft terms (division) (regs. 19-20)Regulation 19Regulation 20Regulation 21 Directors' explanatory report (division)Regulation 22 Expert's report (division)Regulation 23 Supplementary accounting statement (division)Inspection of documents (division) (regs. 24-25)Regulation 24Regulation 25Regulation 26 Report on material changes of assets of transferor company (division)Regulation 27 Circumstances in which meeting of members of transferor company not required (division)Regulation 28 Circumstances in which meeting of members of transferee company not required (division)Regulation 29 Certain requirements excluded where shareholders given proportional rights (division)Regulation 30 Power of court to exclude certain requirements (division)Regulation 31 Disruption of websitesPart 4 Amendments to Companies (Cross-Border Mergers) Regulations 2007 (regs. 32-38)Amendments to Companies (Cross-Border Mergers) Regulations 2007 (regs. 32-38)Regulation 32Regulation 33Regulation 34Regulation 35Regulation 36Regulation 37Regulation 38Given underExplanatory NoteExplanatory MemorandumImpact Assessments
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Version status: In force | Document consolidation status: Updated to reflect all known changes
Version date: 1 August 2011 - onwards
Version 2 of 2

Regulation 21 Directors' explanatory report (division)

In section 923(4) (directors' explanatory report) after "section 933 (agreement to dispense with reports etc)" add "and section 933A (certain requirements excluded where shareholders given proportional rights)".

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