215I. Solvency statement in relation to amalgamating company and offence for making false statement

that, as regards the amalgamating company’s situation at the date of the statement, there is no ground on which the amalgamating company could then be found to be unable to pay its debts; and

that, at the date of the statement, the value of the amalgamating company’s assets is not less than the value of its liabilities (including contingent liabilities),being a statement which complies with subsection (2).

if the amalgamating company is exempt from audit requirements under section 205B or 205C, must be in the form of a written declaration; or

if the amalgamating company is not such a company, must be in the form of a written declaration or must be accompanied by a report from its auditor that the auditor has inquired into the affairs of the amalgamating company and is of the opinion that the statement is not unreasonable given all the circumstances.

must have regard to —

the most recent financial statements of the amalgamating company that comply with section 201(2) and (5), as the case may be; and

all other circumstances that the directors know or ought to know affect, or may affect, the value of the amalgamating company’s assets and the value of the amalgamating company’s liabilities (including contingent liabilities); and

may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances.

the likelihood of the contingency occurring; and

any claim the amalgamating company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability.