Nurtur.Group Ltd, Re [2025] EWHC 2679 (Ch) (16 July 2025)

Nurtur.Group Ltd, Re [2025] EWHC 2679 (Ch) (16 July 2025)

The Scheme of Arrangement meets all statutory and jurisdictional requirements under Part 26 of the Companies Act 2006, the class meetings were properly constituted and fairly represented, the Scheme is fair and reasonable to all affected shareholders, and there is no legal or technical defect. The Court sanctions the Scheme.

Citation
[2025] EWHC 2679 (Ch)
Parties
Company/applicant: Nurtur. Group Limited; Bidder/interested Party: Growth Capital Partners LLP; Acquirer: Bidco
Jurisdiction
England and Wales
Judgment Date
16 July 2025
Procedural Posture
Scheme of Arrangement Under Companies Act 2006 Part 26 / Sanction Hearing
Outcome
Scheme of Arrangement sanctioned
Legal Topics
Scheme of Arrangement, Share Acquisition, Class Meetings, Court Sanction, Shareholder Rights
Company Law Mergers and Acquisitions Scheme of Arrangement Share Acquisition Class Meetings Court Sanction Shareholder Rights

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Parties

Nurtur. Group Limited

Company/applicant

Growth Capital Partners LLP

Bidder/interested Party

Bidco

Acquirer

Procedural Posture

Scheme of Arrangement Under Companies Act 2006 Part 26 / Sanction Hearing

Legal Issues

  1. 1 Whether the Scheme of Arrangement meets statutory requirements under Part 26 of the Companies Act 2006
  2. 2 Whether class meetings were properly constituted and fairly represented
  3. 3 Whether the Scheme is fair and reasonable to shareholders

Ratio Decidendi

The Scheme of Arrangement meets all statutory and jurisdictional requirements under Part 26 of the Companies Act 2006, the class meetings were properly constituted and fairly represented, the Scheme is fair and reasonable to all affected shareholders, and there is no legal or technical defect. The Court sanctions the Scheme.

Court Disposition

Scheme of Arrangement sanctioned

Orders

  • The Scheme of Arrangement is sanctioned pursuant to Part 26 of the Companies Act 2006.
  • The acquisition of the Company's share capital by Bidco is approved subject to confirmation of satisfaction of all conditions.