Re Waste Recycling Group Plc

Re Waste Recycling Group Plc

The scheme of arrangement and capital reduction comply with statutory requirements, treat all shareholders equally, and are for a discernible purpose. The compulsory acquisition of shares under the scheme does not infringe Article 1 of the First Protocol, as the law provides for fair compensation and does not distinguish between financial and non-financial motives of shareholders. The scheme is fair and appropriate to sanction.

Parties
Company: Waste Recycling Group plc; Acquirer: Cholet Acquisitions Ltd.; Shareholder/objector: Mr. J. Page
Jurisdiction
England and Wales
Judgment Date
28 July 2003
Procedural Posture
Scheme of Arrangement and Capital Reduction / Judgment on Sanction of Scheme and Confirmation of Capital Reduction
Outcome
Scheme sanctioned and reduction of capital confirmed
Legal Topics
Scheme of Arrangement, Reduction of Capital, Shareholder Rights, Article 1 of the First Protocol (echr)
Company Law Human Rights Law Scheme of Arrangement Reduction of Capital Shareholder Rights Article 1 of the First Protocol (echr)

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Parties

Waste Recycling Group plc

Company

Cholet Acquisitions Ltd.

Acquirer

Mr. J. Page

Shareholder/objector

Procedural Posture

Scheme of Arrangement and Capital Reduction / Judgment on Sanction of Scheme and Confirmation of Capital Reduction

Legal Issues

  1. 1 Whether the scheme of arrangement and capital reduction comply with statutory requirements and are fair to shareholders
  2. 2 Whether compulsory acquisition of shares under the scheme infringes Article 1 of the First Protocol of the European Convention on Human Rights

Ratio Decidendi

The scheme of arrangement and capital reduction comply with statutory requirements, treat all shareholders equally, and are for a discernible purpose. The compulsory acquisition of shares under the scheme does not infringe Article 1 of the First Protocol, as the law provides for fair compensation and does not distinguish between financial and non-financial motives of shareholders. The scheme is fair and appropriate to sanction.

Court Disposition

Scheme sanctioned and reduction of capital confirmed

Orders

  • Scheme of arrangement under Section 425 Companies Act sanctioned
  • Reduction of capital confirmed, subject to details of the Court order