Smith & Williamson Holdings Ltd, Re [2019] EWHC 3021 (Ch) (18 October 2019)

Smith & Williamson Holdings Ltd, Re [2019] EWHC 3021 (Ch) (18 October 2019)

There is no obvious jurisdictional impediment to sanctioning the scheme if approved at the scheme meeting. The differences among A shareholders, including those arising from the mix and match facility, leaver arrangements, and other provisions, do not create such dissimilarity of rights as to make it impossible for them to consult together with a view to their common interest. Therefore, a single class meeting is appropriate.

Citation
[2019] EWHC 3021 (Ch)
Parties
Company: Smith & Williamson Holdings Limited; D Shareholder: AGF Management Limited; Acquirer: Tilney Group Limited; Acquirer: Symmetry Topco Limited
Jurisdiction
England and Wales
Judgment Date
18 October 2019
Procedural Posture
Companies Court Application (scheme of Arrangement) / Application for Permission to Convene Scheme Meeting
Outcome
Permission granted to convene a single scheme meeting of A shareholders.
Legal Topics
Scheme of Arrangement, Class Constitution, Shareholder Rights, Companies Act 2006 Section 896
Company Law Scheme of Arrangement Class Constitution Shareholder Rights Companies Act 2006 Section 896

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Parties

Smith & Williamson Holdings Limited

Company

AGF Management Limited

D Shareholder

Tilney Group Limited

Acquirer

Symmetry Topco Limited

Acquirer

Procedural Posture

Companies Court Application (scheme of Arrangement) / Application for Permission to Convene Scheme Meeting

Legal Issues

  1. 1 Whether a single class meeting of A shareholders is appropriate for the proposed scheme of arrangement
  2. 2 Whether differences in rights or interests among shareholders require separate class meetings
  3. 3 Whether the mix and match facility, leaver arrangements, management incentivisation, and Oracle SPA arrangements create class issues

Ratio Decidendi

There is no obvious jurisdictional impediment to sanctioning the scheme if approved at the scheme meeting. The differences among A shareholders, including those arising from the mix and match facility, leaver arrangements, and other provisions, do not create such dissimilarity of rights as to make it impossible for them to consult together with a view to their common interest. Therefore, a single class meeting is appropriate.

Court Disposition

Permission granted to convene a single scheme meeting of A shareholders.

Orders

  • Order for a single scheme meeting of A shareholders to be convened.
  • Notice of the meeting to be sent to holders of scheme shares at least 14 clear days before the meeting.