PA Consulting Group Ltd, Re

PA Consulting Group Ltd, Re

Due to materially different rights attached to Preference Shares, B Ordinary Shares, and C Ordinary Shares, and the different forms of consideration and election rights under the Scheme, three separate meetings for Rolling Managers are required. The Investor, Exiting Managers, and EBT are to be treated as separate classes, with only three Court meetings to be convened as requested by the Company.

Parties
Applicant Company: PA Consulting Group Limited; Bidco/acquirer: Green Consulting Solutions Limited; Controller of Bidco: Jacobs Engineering Group Inc.; Investor: CEP IV Garden S.à r.l; EBT Trustee: Apex Financial Services (Trust Company) Limited
Jurisdiction
England and Wales
Judgment Date
07 January 2021
Procedural Posture
Scheme of Arrangement / Convening Hearing
Outcome
Order granted to convene three Court meetings as requested by the Company, subject to minor amendment for remote meeting arrangements.
Legal Topics
Schemes of Arrangement, Class Composition, Shareholder Rights, Virtual Meetings
Company Law Corporate Insolvency Schemes of Arrangement Class Composition Shareholder Rights Virtual Meetings

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Parties

PA Consulting Group Limited

Applicant Company

Green Consulting Solutions Limited

Bidco/acquirer

Jacobs Engineering Group Inc.

Controller of Bidco

CEP IV Garden S.à r.l

Investor

Apex Financial Services (Trust Company) Limited

EBT Trustee

Procedural Posture

Scheme of Arrangement / Convening Hearing

Legal Issues

  1. 1 Correct composition of classes for scheme of arrangement
  2. 2 Arrangements for holding Court meetings by remote means

Ratio Decidendi

Due to materially different rights attached to Preference Shares, B Ordinary Shares, and C Ordinary Shares, and the different forms of consideration and election rights under the Scheme, three separate meetings for Rolling Managers are required. The Investor, Exiting Managers, and EBT are to be treated as separate classes, with only three Court meetings to be convened as requested by the Company.

Court Disposition

Order granted to convene three Court meetings as requested by the Company, subject to minor amendment for remote meeting arrangements.

Orders

  • Order convening three Court meetings for Rolling Managers in respect of Preference Shares, B Ordinary Shares, and C Ordinary Shares.
  • Meetings to be held virtually as per Company’s proposals outlined in Mr. Alexander’s witness statement.