Velocys PLC, Re [2024] EWHC 28 (Ch) (12 January 2024)

Velocys PLC, Re [2024] EWHC 28 (Ch) (12 January 2024)

There is no jurisdictional or legal roadblock to convening a single meeting of Scheme Shareholders, as the mechanisms proposed by the Company ensure compliance with sanctions regulations and the differences in treatment of Mr Davidovich's shares do not fracture the class for scheme purposes.

Citation
[2024] EWHC 28 (Ch)
Parties
Applicant / Company: Velocys plc; Respondents / Members: Scheme Shareholders (including Mr David Davidovich)
Jurisdiction
England and Wales
Judgment Date
12 January 2024
Procedural Posture
Scheme of Arrangement Under Companies Act 2006 / Application for Convening Meeting of Scheme Shareholders
Outcome
Order granted to convene a single meeting of Scheme Shareholders.
Legal Topics
Scheme of Arrangement, Shareholder Rights, Sanctions Compliance, Class Constitution
Company Law Sanctions Law Scheme of Arrangement Shareholder Rights Sanctions Compliance Class Constitution

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Parties

Velocys plc

Applicant / Company

Scheme Shareholders (including Mr David Davidovich)

Respondents / Members

Procedural Posture

Scheme of Arrangement Under Companies Act 2006 / Application for Convening Meeting of Scheme Shareholders

Legal Issues

  1. 1 Whether the presence of a sanctions-designated shareholder (Mr Davidovich) prevents convening a meeting for a scheme of arrangement
  2. 2 Whether the class of Scheme Shareholders is fractured by the sanctions-imposed differences in rights and treatment

Ratio Decidendi

There is no jurisdictional or legal roadblock to convening a single meeting of Scheme Shareholders, as the mechanisms proposed by the Company ensure compliance with sanctions regulations and the differences in treatment of Mr Davidovich's shares do not fracture the class for scheme purposes.

Court Disposition

Order granted to convene a single meeting of Scheme Shareholders.

Orders

  • A single meeting of Scheme Shareholders is to be convened to consider and, if thought fit, approve the proposed scheme of arrangement.
  • The Chair of the meeting is given discretionary power to disallow votes if advised they would be unlawful, with the right for affected shareholders to raise the issue at the sanction hearing.