SCHEDULE 15 (1)

Valuation Provisions

Part I

1 The valuation and report required by section 42E shall be made by an independent person, that is to say a person qualified at the time of the report to be appointed, or continue to be, an auditor of the company.

2 However, where it appears to the independent person (in this Schedule referred to as “the valuer”) to be reasonable for the valuation of the consideration, or part of it, to be made (or for him to accept such a valuation) by another person who—

(a) appears to him to have the requisite knowledge and experience to value the consideration or part of it; and

(b) is not an officer or employee of the company or any other body corporate which is that company’s subsidiary or holding company or a subsidiary of that company’s holding company or a partner or employee of such an officer or employee.

he may arrange for or accept such a valuation together with a report which will enable him to make his own report under this Part and provide the note required by paragraph 6.

3 The reference in paragraph 2(b) to an officer or employee does not include an auditor.

4 The valuer’s report shall state—

(a) the nominal value of the shares to be wholly or partly paid for by the consideration in question;

(b) the amount of any premium payable on the shares;

(c) the description of the consideration and, as respects so much of the consideration as he himself has valued, a description of that part of the consideration, the method used to value it and the date of the valuation; and

(d) the extent to which the nominal value of the shares and any premium are to be treated as paid up—

(i) by the consideration; and

(ii) in cash.

5 Where the consideration or part of it is valued by a person other than the valuer himself, the latter’s report shall state that fact and also—

(a) state the former’s name and what knowledge and experience he has to carry out the valuation; and

(b) describe so much of the consideration as was valued by the other person and the method used to value it, and specify the date of the valuation.

6 The valuer’s report shall contain or be accompanied by a note by him—

(a) in the case of a valuation made by a person other than himself that it appeared to himself reasonable to arrange for it to be so made or to accept a valuation so made—

(b) whoever made the valuation, that the method of valuation was reasonable in all the circumstances.

(c) that it appears to the valuer that there has been no material change in the value of the consideration in question since the valuation; and

(d) that on the basis of the valuation the value of the consideration, together with any cash by which the nominal value of she shares or any premium payable on them is to be paid up, is not less than so much of the total of the nominal value and the whole of any such premium as is treated as paid up by the consideration and any such cash.

7 Where the consideration to be valued is accepted partly an payment up of the nominal value of the shares and any premium and partly for some other consideration given by the company, section 42E and the foregoing provisions of this Part apply as if references to the consideration accepted by the company included the proportion of that consideration which is properly attributable to the payment up of that value and any premium and—

(a) the valuer shall carry out, or arrange for, such other valuations as will enable him to determine that proportion; and

(b) his report shall state what valuations have been made under this paragraph and also the reason for, and method and date of, any such valuation and any other matters which may be relevant to that determination.

Part II

1 Paragraphs I to 3 and 5 of Part I apply to the valuation and report for the purposes of section 42F.

2 The valuer’s report for those purposes shall—

(a) state the consideration to be received by the company describing the asset in question (specifying the amount to be received in cash) and the consideration to be given by the company (specifying the amount to be given in cash);

(b) state the method and date of valuation;

(c) contain or be accompanied by a note as to the matters mentioned in paragraph 6(a) to (c) of Part I; and

(d) contain or be accompanied by a note that on the basis of the valuation the value of the consideration to be received by the company is not less than the value of the consideration to be given by it.

3 A reference in section 42F of this Part to consideration given for the transfer of an asset includes consideration given partly for its transfer, but—

(a) the value of any consideration partly so given shall be taken as the proportion of the consideration properly attributable to its transfer;

(b) the valuer shall carry out or arrange for such valuations of anything else as will enable him to determine that proportion; and

(c) his report for the purposes of section 42F shall state what valuation has been made under this paragraph and also the reason for, and method and date of, any such valuation and any other matters which may be relevant to that determination.

Part III: Entitlement of Valuer to Full Disclosure

1 A person carrying out a valuation or making a report under section 42E or 42F, with respect to any consideration proposed to be accepted or given by a company, is entitled to require from the officers of the company such information and explanation as he thinks necessary to enable him to carry out the valuation or make the report and provide a note under paragraph 6 of Part I or (as the case may be) paragraph 2(c) of Part II.

2 A person who knowingly or recklessly makes a statement which—

(a) is misleading, false or deceptive in a material particular; and

(b) is a statement to which this paragraph applies;

is guilty of an offence and liable to summary conviction to imprisonment for a term of six months or to a fine up to a maximum of level 5 on the standard scale or both.

3 Paragraph 2 applies to any statement made (whether orally or in writing) to a person carrying out a valuation or making a report under Part I or II, being a statement which conveys or purports to convey any information or explanation which that person requires or may require under paragraph 1.

Notes

1 Schedule 15 inserted by of Ordinance No 20 of 1998 s 13. Not yet in force.

SCHEDULE 16 NON-EXISTENT