| (1) | No transaction involving the amalgamation of any business carried on by a registered society with any business carried on by any other person (irrespective of whether that other person is or is not a registered society) or the transfer of any business from a registered society to any other person or the transfer of any business from any other person to a registered society, shall be of any force or effect unless the amalgamation or transfer is carried out in accordance with the provisions of this section. |
| (2) | The registered society shall deposit with the Authority a copy of the scheme for the proposed transaction (in this section referred to as the scheme), including a copy of every actuarial or other statement taken into account for the purposes of the scheme, and shall furnish the Authority with particulars of the voting at any meeting of its members or shareholders at which the scheme was considered and with such additional information as he may require: Provided that if two or more registered societies are concerned in the proposed transaction, only one such society need furnish a copy of the scheme as aforesaid. |
| (3) | If any party to the proposed transaction is not a registered society, but carries on insurance business in the Republic within the meaning of the Insurance Act, the Authority shall deposit with the Authority of Insurance the copy of the scheme, particulars and information referred to in subsection (2), and the provisions of subsections (5) to (10), inclusive, of this section shall not apply, but the provisions of section twenty-five of the Insurance Act shall apply as if the society were an insurer registered under the Insurance Act, and as if the members of the society were the owners of policies of insurance issued by the society. |
[Section 21(3) amended by section 38 of Act No. 104 of 1993]
| (4) | If any party to the proposed transaction is not a registered society and does not carry on insurance business in the Republic within the meaning of the Insurance Act, the Authority may require that party to furnish him with any information which is in possession of that party and which the Authority may specify. |
[Section 21(4) amended by section 38 of Act No. 104 of 1993]
| (5) | The Authority may, in his discretion, require any or all of the following provisions to be fulfilled, namely — |
| (a) | a report on the scheme to be drawn up by an independent valuator or other competent person nominated by the Authority at the expense of those parties and furnished to the Authority who shall send a copy thereof to each of the parties to the proposed transaction; |
| (b) | each of the said parties to send a copy of the scheme and of the report (if any) referred to in paragraph (a) to every member, shareholder and creditor of that party, or to such only of those members, shareholders and creditors as the Authority may direct; |
| (c) | the parties to the proposed transaction to publish particulars thereof, in a form approved by the Authority, in the Gazette and in such newspaper or newspapers as the Authority may direct. |
| (6) | Copies of the scheme and of the report (if any) referred to in paragraph (a) of subsection (5) shall, for such period of not less than twenty-one days as the Authority may specify, be made available for the inspection of any member, shareholder or creditor of any party to the proposed transaction — |
| (b) | at the registered office or other principal place of business in the Republic of any other party. |
[Section 21(6) amended by section 38 of Act 104 of 1993]
| (7) | When the requirements of subsection (6) have been complied with, the Authority shall consider the scheme, and thereafter he may — |
| (a) | confirm the scheme; or |
| (b) | suggest that the parties to the proposed transaction modify the scheme in certain respects, and if they so modify the scheme he may confirm the scheme as modified; or |
| (c) | decline to confirm the scheme. |
| (8) | If the Authority has declined to confirm the scheme, the parties to the proposed transaction may after not less than fourteen days’ notice to the Authority, apply to the court for confirmation of the scheme. |
| (9) | The Authority shall be entitled to be heard personally or by a representative at any such application, and the court may confirm the scheme as submitted to it or with such modifications as the court may think fit or decline to confirm the scheme. |
| (10) | A scheme confirmed by the Authority or the court in accordance with this section shall be binding on all persons concerned, and shall have effect notwithstanding any conflicting provision contained in the rules of any registered society concerned or in the memorandum or other document under which any other party to the transaction is constituted, or in the articles of association or other rules of such party. |
| (11) | When the scheme has been confirmed by the Authority or the court, the person controlling the amalgamated business or the person to whom any business has been transferred in terms of the transaction, as the case may be, shall within fourteen days after such confirmation deposit with the Authority — |
| (a) | a declaration, duly signed in accordance with the provisions of section twenty-six, on behalf of each of the parties to the transaction, that to the best of their belief every payment made or to be made or other valuable consideration given or to be given to any person whatsoever on account of the amalgamation or transfer is fully set forth in the scheme; and |
| (b) | if the scheme has been confirmed by the court, a certified copy of the scheme as confirmed and the order of court confirming the scheme. |
| (12) | Whenever a scheme is confirmed in accordance with the provisions of this section, the relevant assets and liabilities of the parties to the amalgamation shall vest in and become binding upon the amalgamated body or, as the case may be, the relevant assets and liabilities of the party effecting the transfer shall vest in and become binding upon the party to which transfer is effected. |
| (13) | The officer in charge of a deeds registry in which is registered any deed or other document relating to any asset which is transferred in accordance with the provisions of subsection (12), shall, upon production to him by the person concerned of such deed or other document and of a certificate by the Authority of the confirmation of the scheme of amalgamation or of transfer, as the case may be, without payment of transfer duty, stamp duty, registration fees or charges, make the endorsements upon such deed or document and the alterations in his registers that are rendered necessary by reason of the amalgamation or transfer. |
[Section 21(13) substituted by section 17 of Act No. 81 of 1957]
| (14) | A transaction effected in terms of this section shall not deprive any creditor of a party thereto (other than in his capacity as a member or a shareholder of such party) of any right or remedy which he had immediately prior to that date against any party to the transaction or against any member or shareholder or officer of such party. |
