Arrangement may be proposed

288   (1) Despite any other provision of this Act, a company may propose an arrangement with shareholders, creditors or other persons and may, in that arrangement, make any proposal it considers appropriate, including a proposal for one or more of the following:

(a)an alteration to the memorandum, notice of articles or articles of the company;

(b)an alteration to any of the rights or special rights or restrictions attached to any of the shares of the company;

(c)an amalgamation of the company with one or more corporations;

(d)a division of the business carried on by the company;

(e)a transfer of all or any part of the money, securities or other property, rights and interests of the company to another corporation in exchange for money, securities or other property, rights and interests of the other corporation;

(f)a transfer of all or any part of the liabilities of the company to another corporation;

(g)an exchange of securities of the company held by security holders for money, securities or other property, rights and interests of the company or for money, securities or other property, rights and interests of another corporation;

(h)a dissolution without liquidation, or a liquidation and dissolution, of the company;

(i)a compromise between the company and its creditors or any class of its creditors, or between the company and the persons holding its securities or any class of those persons.

(2) Before an arrangement proposed under this section takes effect, the arrangement must be

(a)adopted in accordance with section 289, and

(b)approved by the court under section 291.

Adoption of arrangement

289   (1) Despite sections 264 and 265, an arrangement is adopted for the purposes of section 288 (2) (a) if,

(a)in respect of an arrangement proposed with the shareholders of the company,

(i) the shareholders approve the arrangement by a special resolution, or

(ii) if any of the shares held by the shareholders who under subsection (2) are entitled to vote on the resolution to approve the arrangement do not otherwise carry the right to vote, the shareholders approve the arrangement by a resolution passed at a meeting by at least a special majority of the votes cast by the shareholders, if at least the prescribed number of days' notice of the meeting and of the intention to propose the resolution has been sent to all of the shareholders,

(b)in respect of an arrangement proposed with the shareholders holding shares of a class or series of shares of the company, those shareholders approve the arrangement by a special separate resolution of those shareholders,

(c)in respect of an arrangement proposed with some of the shareholders holding shares of a class or series of shares of the company, those shareholders approve the arrangement by a resolution passed at a meeting by at least a special majority of the votes cast by those shareholders, if at least the prescribed number of days' notice of the meeting and of the intention to propose the resolution has been sent to all of those shareholders,

(d)in respect of an arrangement proposed with creditors of the company or a class of creditors of the company, a majority in number and 3/4 in value of the creditors or class of creditors, as the case may be, present and voting, either in person or by proxy, approve the arrangement at a meeting if at least 21 days' notice of the meeting, and of the intention to propose the arrangement, has been sent to all of those creditors with whom the arrangement is proposed,

(e)in respect of an arrangement proposed with any other persons, those persons approve the arrangement in the manner and to the extent required by the court, or

(f)in respect of any arrangement, all of the persons who would be entitled to vote under this section in respect of the arrangement consent to the arrangement in writing.

(2) Each share of a company carries the right to vote in respect of a resolution referred to in subsection (1) (a) (ii) whether or not that share otherwise carries the right to vote.

(3) If the court orders, under section 291 (2) (b) (i), that a meeting be held to adopt an arrangement in addition to or in substitution for a meeting contemplated by subsection (1) of this section, the arrangement must not be submitted to the court for approval until after

(a)the arrangement has been adopted at that court ordered meeting, or

(b)all of the persons who were entitled to vote at that meeting consent to the arrangement in writing.

(3.1) If the court orders, under section 291 (2) (b) (ii), that a separate vote of specified persons be held to adopt an arrangement in addition to or in substitution for a meeting contemplated by subsection (1) of this section, the arrangement must not be submitted to the court for approval until after

(a)the arrangement has been adopted by that vote, or

(b)all of the persons who were entitled to vote in that separate vote consent to the arrangement in writing.

(4) If an arrangement is consented to under subsection (1) (f), (3) (b) or (3.1) (b),

(a)the meeting or vote that would otherwise have been necessary under subsection (1), (3) or (3.1) need not be held, and

(b)the consent is as valid and effective as if it had been expressed in a vote passed at a meeting.

(5) Section 61 does not apply to an arrangement under this Division.