Companies Act (Cap. 386), article 349

349. (1) All shareholders of every amalgamating company are entitled to inspect the following documents at the registered o ffice of each company at least one month before the date fixed for th e general meeting which is to deci de on the draft terms of merger - (a) the draft terms of merger; (b) the annual accounts and the directors’ reports of the amalgamating companies for the preceding three accounting periods; (c) where required, an accounting statement drawn up as at a date which shall not be earlier than the first day of the third month preceding the date of the draft terms of the merger, if the latest annual accounts relate to an accounting period which ended more than six months before that date; (d) where required, the reports of the directors of the amalgamating companies relating to the amalgamation; (e) where required, the reports of the experts relating to the amalgamation; and Cap. 345. (f) for the purposes of paragraph ( c), an accounting statement shall not be required if the company publishes a half-yearly financial report in accordance with Capital Markets Rul es issued in terms of the Financial Markets Act and governing such reports, and makes it available to shareholders in accordance with this sub-article. Furtherm ore, an accounting statement shall not be required if all the shareholders and all holders of other securities conferring the right to vote of each of the companies i nvolved in the merger have so agreed. (2) The accounting statement provided for in paragraph ( c) of sub-article (1) shall be drawn up using the same methods and th e same layout as used for the latest balance sheet: Provided that - (a) it shall not be necessary to take a fresh physical inventory; and (b) the valuations shown in the latest balance sheet shall be altered only to reflect entries in the accounting records. Notwithstanding the provisions of paragraphs ( a) and (b), interim depreciation and provisions as well as material changes in actual values not shown in the accounting records shall be taken into account. (3) Every shareholder shall be entitled to obtain, on request an d free of charge, full or, if so des ired, partial copies of the d ocuments mentioned in sub-article (1), and where a shareholder has consented to the use by the company of electronic means for COMP ANIES [CAP. 386. 221 conveying information, such copies may be provided in such manner. (4) A company shall be exempt from the requirement to make the documents referred to in s ub-article (1) available at its registered office if, for a continuous period beginning at leas t one month before the day fixed for the general meeting which is to decide on the draft terms of merger and ending not earlier than the conclusion of that meeting, it ma kes them available on its webs ite. (5) Sub-article (3) shall not apply if the company’s website gives shareholders the possibility, throughout the period refer red to in sub-article (4), of downloading and printing the documents referred to in sub-article (1). Registration of the amalgamation of companies.