TITLE

THE HIGH COURT COMMERCIAL[...]

PUB. DATE
October 2017
SOURCE
Daily Mail;10/5/2017, p45
SOURCE TYPE
Newspaper
DOC. TYPE
Article
ABSTRACT
THE HIGH COURT COMMERCIAL IN THE MATTER OF OKI EUROPE LIMITED ("OKI UK") AND IN THE MATTER OF OKI SYSTEMS (IRELAND) LIMITED ("OKI IRELAND") AND IN THE MATTER OF THE EUROPEAN COMMUNITIES (CROSS-BORDER MERGERS) REGULATIONS 2008 NOTICE Notice is hereby given that: (1) OKI UK and OKI Ireland propose to effect a crass-border merger by absorption (the Merger), pursuant to the EU Directive 2005/56/EC on cross-border mergers of limited liability companies (the Directive) which was implemented into Irish law by the European Communities (Cross-Border Mergers) Regulations 2008, as amended and supplemented (the Irish Merger Regulations) and into United Kingdom on 15 December 2007, as amended and supplemented (the UK Regulations). As a result of the Merger, all of the assets and liabilities of OKI Ireland will transfer to OKI UK whereupon OKI Ireland shall be dissolved without going into liquidation. (2) OKI Ireland is a private company limited by shares incorporated under the laws of Ireland on 15 December 1986 and registered with the Irish Companies Registration Office under registration number 118922 and is governed by the laws of Ireland. Its registered office is at 29 Eartsfort Terrace, Dublin 2 Ireland. (3) OKI UK is a private limited liability company, incorporated under the laws of England and Wales on 7 December 1987 and registered with the Registrar of Companies in England and Wales under registration number 02203086. Its registered office is at Blays House, Wick Road, Englefield Green, Egham, Surrey, TW20 OHJ, United Kingdom. (4) The Draft Terms of Merger relating to the proposed Merger and a completed Form CBM1 were delivered to the Irish Registrar of Companies on 4th October 2017. (5) The entire issued share capital of OKI Ireland is owned by OKI UK, OKI Ireland is a wholly owned subsidiary of OKI UK and there are no minority shareholders of OKI Ireland. (6) Pursuant to the Irish Merger Regulations and the UK Regulations all assets and liabilities of OKI Ireland shall be transferred to OKI UK upon the Merger becoming effective. Therefore, creditors of OKI Ireland will become creditors of OKI UK as a result of the Merger. Persons or entities, who were creditors of OKI Ireland immediately prior to the Merger becoming effective, will continue to be creditors with the same creditor rights following the Merger, but in relation to OKI UK, not OKI Ireland. Accordingly their rights as creditors will continue without interruption. (7) Following the Merger, the creditors of OKI UK shall remain as creditors of OKI UK. The creditors of OKI UK holding a receivable prior to the date of publication in the UK Companies House Journal of the UK Court Order establishing the Merger and not already settled or paid, or for which receivable an objection was made in law or through arbitration before the extraordinary general meeting of the shareholders of OKI UK deciding on the Merger, may request additional security within two months of the publication. (8) Information on the transfer of creditor rights and obligations from OKI Ireland to OKI UK can be obtained free of charge from the registered office of OKI Ireland at 29 Earisfort Terrace, Dublin 2, Ireland. (9) Copies of the Draft Terms of Merger and the OKI Ireland Directors' Report are available for inspection at the registered office of OKI Ireland at 29 Earisfort Terrace, Dublin 2, Ireland between the hours of 10.00 a.m. and 5.00 p.m. on each working day between 5th October 2017 and the date the shareholders of OKI Ireland propose, by way of special resolution, to consider and if thought fit approve the Merger, which it is currently envisaged to be no earlier than 30 days from the date of this notice. (10) A copy of the Draft Terms of Merger may also be obtained upon request from the Irish Registrar of Companies at the Irish Companies Registration Office, 14 Pamell Square, Dublin 1 and on www.cro.ie. Dated this 5th day of October 2017
ACCESSION #
125466648

 

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