(1) Subject to subsection (2), there shall, in accordance with this section, be appointed one or more persons to -

(a) examine the common draft terms of merger, and

(b) make a report on those terms to the shareholders of the merging companies.

(2) Subsection (1) shall not apply where -

(a) the merger is a merger by absorption,

(b) the merger is a merger in which the successor company (not being a company formed for the purposes of the merger) holds 90 per cent or more (but not all) of the shares carrying the right to vote at a general meeting of the transferor company or at general meetings of each of the transferor companies, or

(c) every member of every merging company agrees that such report is not necessary.

(3) The functions referred to in subsection (1)(a) and (b) shall be performed either -