Arrangements

(1) In this section, “arrangement” means– (a) an amendment to the Memorandum or (b) a reorganisation or reconstruction of a company incorporated under this Act; International Business Companies[CAP. 270 89 (c) a merger or consolidation of one or more companies incorporated under this Act with one or more other companies, if the surviving company or the consolidated company is a company incorporated under this Act; (d) a separation of two or more businesses carried on by a company incorporated under this Act; (e) any sale, transfer, exchange or other disposition of any part of the property, assets or business of a company incorporated under this Act to any person in exchange for shares, debt obligations or other securities of that other person, or money or other property, or a combination thereof; (f) any sale, transfer, exchange or other disposition of shares, debt obligations or other securities in a company incorporated under this Act held by the holders thereof for shares, debt obligations or other securities in the company or money or other property, or a combination thereof; (g) a winding-up and dissolution of a company incorporated under this Act; and (h) any combination of any of the things specified in paragraphs (a) to (g). (2) If the directors of a company incorporated under this Act determine that it is in the best interests of the company or the creditors or members thereof, the directors of the company may, by a resolution of directors, approve a plan or arrangement that contains the details of the proposed arrangement, even though the proposed arrangement may be authorised or permitted by any other provision of this Act or otherwise permitted. 90 (3) Upon approval of the plan of arrangement by the directors, the company must make application to the court for approval of the proposed arrangement. (4) The court may, upon an application made to it under sub- section (3) of this section, make an interim or a final order that is not subject to an appeal unless a question of law is involved and in which case notice of appeal must be given within the period of 20 days immediately following the date of the order, and in making the order the court may– (a) determine what notice, if any, of the proposed arrangement is to be given to any person; (b) determine whether approval of the proposed arrangement by any person should be obtained and the manner of obtaining the approval; (c) determine whether any holder of shares, debt obligations or other securities in the company may dissent from the proposed arrangement and receive payment of the fair value of his shares, debt obligations or other securities under section 91; (d) conduct a hearing and permit any interested person to appear; and (e) approve or reject the plan of arrangement as proposed or with such amendments as it may direct. (5) Where the court makes an order approving a plan of arrangement, the directors of the company, if they are still desirous of executing the plan, shall confirm the plan of arrangement as approved by the court whether or not the court has directed any amendments to be made thereto. International Business Companies[CAP. 270 91 (6) The directors of the company, upon confirming the plan of arrangement, shall– (a) give notice to the persons to whom the order of the court requires notice to be given; and (b) submit the plan of arrangement to those persons for such approval, if any, as the order of the court requires. (7) After the plan of arrangement has been approved by those persons by whom the order of the court may require approval, articles of arrangement must be executed by the company and must contain– (a) the plan of arrangement; (b) the order of the court approving the plan of arrangement; and (c) the manner in which the plan of arrangement was approved, if approval was required by the order of the court. (8) The articles of arrangement must be submitted to the Registrar who must retain and register them in the Register. (9) Upon the registration of the articles of arrangement, the Registrar shall issue a certificate under his hand and seal certifying that the articles of arrangement have been registered. (10) A certificate of arrangement issued by the Registrar is prima facie evidence of compliance with all requirements of this Act in respect of the arrangement. (11) An arrangement is effective on the date the articles of arrangement are registered by the Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated in the articles of arrangement. 92