(1) In this section, “arrangements” include—
(a) an amendment of the articles of a company;
(b) an amalgamation of 2 or more companies;
(c) a division of the businesses carried on by a company;
(d) a transfer of all or substantially all the property of a company to another body corporate in exchange for property, money or shares or debentures of the body corporate;
(e) an exchange of shares or debentures held by shareholders or debenture holders of a company for property, money or other shares or debentures of the company, or property, money or shares or debentures of another body corporate if it is not a takeover bid within the meaning of Division J;
(f) a winding-up and dissolution of a company; and
(g) any combination of the activities described in paragraphs (a) to (f).
(2) For the purposes of this section, a company is insolvent when—
(a) it is unable to pay its liabilities as they become due; or
(b) the realisable value of the assets of the company are less than the aggregate of its liabilities and stated capital of all classes.
(3) Where it is not practicable for a company that is (solvent to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the company may apply to the court for an approval of an arrangement proposed by the company.
(4) In connection with an application under this section, the court may make any interim or final order it thinks fit including—
(a) an order determining the notice to be given to any interested person or dispensing with notice to any person other than the Registrar;
(b) an order requiring a company, in such manner as the court directs, to call, hold and conduct a meeting of shareholders or debenture holders, or holders of options or rights to acquire shares in the company;
(c) an order permitting a shareholder to disssent under section 226; or
(d) an order approving an arrangement as proposed by the company or as amended in such manner as the court may direct.
(5) An applicant under this section shall give the Registrar notice of the application; and the Registrar may appear and be heard in person or by an attorney-at-law.
(6) After an order referred to in subsection (4)(d) has been made, articles of arrangement in the prescribed form shall be sent to the Registrar together with the documents required by sections 77 and 176, if applicable.
(7) Upon receipt of articles of arrangement, the Registrar shall issue a certificate of amendent in accordance with section 511.
(8) An arrangement becomes effective on the date shown in the certificate of amendment.
(Substituted by Act 10 of 1997)
Division L: Civil Remedies