The Companies Act No. 17 of 2015

Section 387 of The Companies Act No. 17 of 2015: Relief from requirements as to share premiums: Group reconstruction relief

(1) This section applies if an issuing company that is a wholly-owned subsidiary of a holding company allots shares— (a) to the holding company; or
(b) to another wholly-owned subsidiary of the holding company, in consideration for the transfer to the issuing company of non-cash assets of a company that is a member of the group of companies that comprises the holding company and all its wholly-owned subsidiaries.
(2) If the shares in the issuing company allotted in consideration for the transfer are issued at a premium, the issuing company is not required by section 386 to transfer any amount in excess of the minimum premium value to the share premium account.
(3) For the purpose of (2), the minimum premium value is the amount (if any) by which the base value of the consideration for the shares allotted exceeds the aggregate nominal value of the shares.
(4) The base value of the consideration for the shares allotted is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor company assumed by the issuing company as."^ part of the consideration for the assets transferred.
(5) For the purposes of this section—
(a) the base value of assets transferred is taken to be— (i) the cost of those assets to the transferor company; or
(ii) if less, the amount at which those assets are stated in the transferor company's accounting records immediately before the transfer; and
(b) the base value of the liabilities assumed is taken to be the amount at which those liabilities are stated in the transferor company's accounting records immediately before the transfer.

Check the current authoritative text and amendment history before relying on this provision.

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