Cello Health PLC, Re [2020] EWHC 2397 (Ch) (07 August 2020)

Cello Health PLC, Re [2020] EWHC 2397 (Ch) (07 August 2020)

The scheme complied with statutory requirements, class constitution was correct, statutory majorities acted bona fide, and the scheme was reasonable for shareholders; therefore, the scheme is sanctioned.

Citation
[2020] EWHC 2397 (Ch)
Parties
Applicant Company: Cello Health Plc
Jurisdiction
England and Wales
Judgment Date
07 August 2020
Procedural Posture
Scheme of Arrangement Under Companies Act 2006 / Sanction Hearing
Outcome
Scheme sanctioned
Legal Topics
Scheme of Arrangement, Acquisition of Shares, Shareholder Rights
Company Law Scheme of Arrangement Acquisition of Shares Shareholder Rights

Case Brief

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Parties

Cello Health Plc

Applicant Company

Procedural Posture

Scheme of Arrangement Under Companies Act 2006 / Sanction Hearing

Legal Issues

  1. 1 Whether statutory requirements for scheme of arrangement were complied with
  2. 2 Whether class constitution was appropriate
  3. 3 Whether statutory majority acted bona fide and did not coerce minority

Ratio Decidendi

The scheme complied with statutory requirements, class constitution was correct, statutory majorities acted bona fide, and the scheme was reasonable for shareholders; therefore, the scheme is sanctioned.

Court Disposition

Scheme sanctioned

Orders

  • Scheme of arrangement under Part 26 of the Companies Act 2006 is sanctioned as sought by the Company.