Malaysia legislation
Section 90
Section 90
(a)
a reorganisation or reconstruction of a Langkawi company incorporated under this Act;
82
Act 643
(b)
a merger or consolidation of one or more Langkawi companies with one or more other Langkawi companies, if the surviving company or the consolidated company is a Langkawi company;
(c)
a separation of two or more businesses carried on by a
Langkawi company; or
(d)
any combination of any of the things specified in paragraphs
(a)
to (c).
(2)
The directors of a Langkawi company may, by a resolution of directors, approve a plan of arrangement that contains the details of the proposed arrangement.
(3)
Upon approval of the plan of arrangement by the directors, the Langkawi company shall make an application to the Court for approval of the proposed plan of arrangement.
(4)
The Court may, upon an application being made under subsection (3), make an interim or final 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 or debt obligations in the company may dissent from the proposed arrangement and receive payment of the value of his shares or debt obligations;
(d)
conduct a hearing and permit any interested persons to appear; and
(e)
approve or reject the plan of arrangement as proposed or approve it with such amendments as it may direct.
(5)
Where the Court makes an order approving a plan of arrangement, the directors of the Langkawi 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 to the plan of arrangement.
83
Langkawi International Yachting Companies
(6)
The directors of the Langkawi company, upon confirming the plan of arrangement, shall—
(a)
give notice to the persons to whom the Court has required notice to be given; and
(b)
submit the plan of arrangement to those persons for approval if required by the order of the Court.
(7)
After the plan of arrangement has been approved by those persons from whom approval is required by the order of the Court, the articles of arrangement shall be executed by the Langkawi 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 is required by the order of the Court.
(8)
The articles of arrangement shall be lodged with the Registrar who shall retain and register them in the register.
(9)
Upon 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 under subsection (9) shall be prima facie evidence of compliance with all the requirements of this Act in respect of the arrangement.
(11)
An arrangement shall be effective as from the date the articles of arrangement are registered by the Registrar or on such date subsequent thereto, which date shall not be more than thirty days from the date the articles of arrangement are registered with the Registrar, as is stated in the articles of arrangement.
Regulations in respect of takeovers and mergers