Companies Act (Cap. 386), article 365

365. (1) All shareholders of the companies involved in a division shall be entitled to inspect the following documents a t the registered office of each company involved in the division at l east one month before the date of the general meeting which is to de cide on the draft terms of division: (a) the draft terms of division; (b) the annual accounts and directors’ reports of the companies involved in the division for the preceding three accounting periods; (c) an accounting statement drawn up as at a date which shall not be earlier than the f irst day of the third month preceding the date of the draft terms of division, if the latest annual accounts rel ate to an accounting period which ended more than six months before that date; (d) the reports of the directors of the companies involved in the division provided for in article 363(1); and (e) the reports provided for in article 364: Cap. 345. Provided that for the purposes of paragraph ( c), an accounting statement shall not be required if the company publishes a half-yearly financia l report in accordance with Cap ital Markets Rules issued in terms of the Financial Markets Act and governing such reports, and makes it available to shareholders in accordance with this sub-article. (2) The accounting statement prov ided for in sub-article (1)( c) shall be drawn up using the same methods and the same layout as the latest balance sheet: Provided that - (a) it shall not be necessary to take a fresh physical inventory; (b) the valuations shown in the latest balance sheet shall be altered only to reflect entries in the accounting records; and (c) the following shall nevertheless be taken into account: interim depreciation and provisions, and material changes in actual values not shown in the accounting records. (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 referred to in sub-article (1) a nd where a shareholder has cons ented COMP ANIES [CAP. 386. 231 to the use by the company of e lectronic means for 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 division and ending not earlier th an the conclusion of that meeting, it ma kes them available on its webs ite. (5) Sub-article (3) shall not apply if the website gives shareholders the possibility, throughout the period referred to in sub-article (4), of downloading and printing the documents refe rred to in sub-article (1). Non-applicability of certain provisions where shareholders involved in a division are in agreement.