Companies Act (Cap. 386), article 114A

114A. (1) Where a company issu es shares (the "issuing company") and the issuing company - (a) is a qualifying subsidiary of another company ("the holding company"); and (b) allots shares - (i) to the holding company; or (ii) to another qualifying subsidiary of the holding company, in consideration for the transfer to the issuing company of non-cash assets of a company that is a member of the group of companies that comprises the holding company and all its qualifying subsidiaries (the "transferor company"), the issuing company shall not be required in terms of article 1 14 to transfer any amount in excess of the minimum premium value to the share premium account. (2) For the purposes of this article the "minimum premium value" means the amount, if any, by which the base value of the consideration for the shares all otted exceeds the aggregate nom inal value of the shares. (3) The base value of the consideration for the shares allotted is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor com pany assumed by the issuing company as part of the consideration for the assets so transferred. (4) For the purposes of this article: (a) the base value of assets transferred is taken as - COMP ANIES [CAP. 386. 71 (i) the cost of those assets to the transferor company; or (ii) the amount at which those assets are stated in the transferor company’s accounting records immediately before the transfer; or (iii) the fair market v alue of the assets, whichever is less; (b) the base value of the liabili ties assumed is taken as the amount at which they are stated in the transferor company’s accounting records immediately before the transfer. (5) For the purposes of this article the term "qualifying subsidiary" shall mean a company in which the holding company holds at least an eighty per cent equity holding. The term "eig hty per cent equity holding" shall have the meaning assigned to it in article 114B(5). Takeover relief. Added by: XV . 2007.8.