Revised Laws of Saint Lucia (2021)

221.   Approval by shareholders

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    (1)   The directors of each amalgamating company shall submit the amalgamation agreement for approval to a meeting of the shareholders of the amalgamating company of which they are directors, and, subject to subsection (4), to the holders of each class or series of shares of that amalgamating company.

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    (2)   A notice of a meeting of shareholders complying with section 111 shall be sent in accordance with that section to each shareholder of each amalgamating company; and the notice—

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      (a)     shall include or be accompanied with a copy or summary of the amalgamation agreement; and

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      (b)     shall state that a dissenting shareholder is entitled to be paid the fair value of his or her shares in accordance with section 226; but failure to make the statement referred to in paragraph (b) does not invalidate an amalgamation.

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    (3)   Each share of an amalgamating company carries the right to vote in respect of an amalgamation, whether or not the share otherwise carries the right to vote.

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    (4)   The holders of shares of a class or series of shares of an amalgamating company are entitled to vote separately as a class or series in respect of an amalgamation when the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle those holders to vote as a class or series under section 215.

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    (5)   An amalgamation agreement is adopted when the shareholders of each amalgamating company have approved of the amalgamation by special resolution of each class or series of the shareholders entitled to vote on the amalgamation.

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    (6)   An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement can be terminated by the directors of an amalgamating company, despite approval of the agreement by the shareholders of all or any of the amalgamating companies.