208 Arrangements

(1) In this section, „arrangement“ means —


(a) an amendment to the memorandum or articles;

(b) a reorganisation or reconstruction of a company;

(c) a merger or consolidation of one or more companies that are
companies registered 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;

(e) any sale, transfer, exchange or other disposition of any part of
the assets or business of a company to any person in exchange
for shares, debt obligations or other securities of that other
person, or money or other assets, or a combination thereof;

(f) any sale, transfer, exchange or other disposition of shares, debt
obligations or other securities in a company 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 dissolution of a company; and

(h) any combination of any of the things specified in paragraphs (a)
to (g).


(2) If the directors of a company determine that it is in the best interests of
the company or the creditors or members thereof, the directors of the
company may approve a plan of arrangement under this subsection that
contains details of the proposed arrangement, notwithstanding that the
proposed arrangement may be authorised or permitted by any other
provision of this Act or otherwise permitted.

(3) Upon approval of the plan of arrangement by the directors, the company
shall make application to the Court for approval of the proposed
arrangement.

(4) The Court may, upon an application made to it under subsection (3),
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 shall be
given within the period of 21 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 210;

(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.

(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 shall be executed by the company and shall 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 shall be filed with the Registrar who shall
register them.

(9) Upon the registration of the articles of arrangement, the Registrar shall
issue a certificate of arrangement in the approved form certifying that the
articles of arrangement have been registered.

(10) An arrangement is effective on the date the articles of arrangement are
registered by the Registrar or on such date subsequent thereto, not
exceeding thirty days, as is stated in the articles of arrangement.