Investec Plc, Re [2022] EWHC 1679 (Ch) ()

The scheme of arrangement and reduction of share premium account are sanctioned and confirmed because statutory requirements have been met, the scheme treats shareholders equitably, has a legitimate commercial purpose, was properly explained and approved, and does not prejudice creditors or contain any legal defect.

Citation: [2022] EWHC 1679 (Ch)
Parties: Claimant Company: Investec plc
Jurisdiction: England and Wales
Procedural Posture: Companies Court Application (scheme of Arrangement and Capital Reduction) / Sanction Hearing and Confirmation of Capital Reduction
Outcome: Scheme of arrangement sanctioned and reduction of share premium account confirmed.
Legal Topics: Scheme of Arrangement, Reduction of Share Premium Account, Shareholder Rights, Dual Listed Companies, Distribution in Specie

Company Law Insolvency Law Scheme of Arrangement Reduction of Share Premium Account Shareholder Rights Dual Listed Companies Distribution in Specie

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Parties

Investec plc

Claimant Company

Procedural Posture

Companies Court Application (scheme of Arrangement and Capital Reduction) / Sanction Hearing and Confirmation of Capital Reduction

Legal Issues

1 Whether the scheme of arrangement should be sanctioned under Section 899 Companies Act 2006
2 Whether the reduction of the share premium account should be confirmed under Section 648 Companies Act 2006

Ratio Decidendi

Court Disposition

Scheme of arrangement sanctioned and reduction of share premium account confirmed.

Orders

Sanction of the scheme of arrangement under Section 899 Companies Act 2006.
Confirmation of reduction of share premium account by £251 million under Section 648 Companies Act 2006.