(a)a merger is effected by the transfer by a company (“the transferor company”) of all of its assets and liabilities to a single company that holds the whole of the ordinary share capital in the transferor company,
(b)each merging company is resident in a relevant state,
(c)the merging companies are not all resident in the same relevant state,
(d)section 139 does not apply in relation to the transfer, and
(e)in the course of the merger the transferor company ceases to exist without being in liquidation (within the meaning given by section 247 of the Insolvency Act 1986 (c. 55).