Uniq Plc, Re [2011] EWHC 749 (Ch) (25 March 2011)

Uniq Plc, Re [2011] EWHC 749 (Ch) (25 March 2011)

The scheme of arrangement, as an integral part of a restructuring to address Uniq plc's pension deficit, satisfies statutory requirements, confers substantial benefit on members by preserving some value in their shares, and does not involve unlawful financial assistance. The error in the special resolution is a correctable clerical error. The court's discretion to sanction the scheme is properly exercised as the arrangement is reasonable and the only viable solution to avoid insolvency.

Citation
[2011] EWHC 749 (Ch)
Parties
Petitioner: Uniq plc
Jurisdiction
England and Wales
Judgment Date
25 March 2011
Procedural Posture
Scheme of Arrangement Under Companies Act 2006 / Sanction Hearing and Judgment
Outcome
Scheme of arrangement sanctioned; reduction of capital confirmed.
Legal Topics
Schemes of Arrangement, Financial Assistance, Reduction of Capital, Pension Scheme Deficits, Court Sanction of Corporate Restructuring
Company Law Insolvency Law Pensions Law Schemes of Arrangement Financial Assistance Reduction of Capital Pension Scheme Deficits Court Sanction of Corporate Restructuring

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Parties

Uniq plc

Petitioner

Procedural Posture

Scheme of Arrangement Under Companies Act 2006 / Sanction Hearing and Judgment

Legal Issues

  1. 1 Whether the scheme of arrangement satisfies statutory requirements under Companies Act 2006
  2. 2 Whether the scheme provides sufficient benefit to members to constitute a valid arrangement
  3. 3 Whether the provision of financial assistance contravenes s.678 of the Companies Act 2006

Ratio Decidendi

The scheme of arrangement, as an integral part of a restructuring to address Uniq plc's pension deficit, satisfies statutory requirements, confers substantial benefit on members by preserving some value in their shares, and does not involve unlawful financial assistance. The error in the special resolution is a correctable clerical error. The court's discretion to sanction the scheme is properly exercised as the arrangement is reasonable and the only viable solution to avoid insolvency.

Court Disposition

Scheme of arrangement sanctioned; reduction of capital confirmed.

Orders

  • Scheme of arrangement under s.899 Companies Act 2006 sanctioned.
  • Reduction of capital confirmed as part of the restructuring.