Clinigen Group Plc, Re

Clinigen Group Plc, Re

The scheme of arrangement was sanctioned because all statutory requirements were met, the class of shareholders was fairly represented, the scheme was one that an intelligent and honest shareholder might approve, and there were no legal or technical defects.

Parties
Applicant: Clinigen Group Plc
Jurisdiction
England and Wales
Judgment Date
31 March 2022
Procedural Posture
Scheme of Arrangement (companies Act 2006) / Sanction Hearing and Final Order
Outcome
Scheme sanctioned
Legal Topics
Scheme of Arrangement, Shareholder Rights, Court Sanction of Schemes
Company Law Mergers and Acquisitions Scheme of Arrangement Shareholder Rights Court Sanction of Schemes

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Parties

Clinigen Group Plc

Applicant

Procedural Posture

Scheme of Arrangement (companies Act 2006) / Sanction Hearing and Final Order

Legal Issues

  1. 1 Whether the statutory requirements for sanctioning a scheme of arrangement under Part 26 of the Companies Act 2006 are satisfied
  2. 2 Whether the scheme was fairly explained and approved by the requisite majority of shareholders
  3. 3 Whether there are any legal or technical defects ('blots') in the scheme

Ratio Decidendi

The scheme of arrangement was sanctioned because all statutory requirements were met, the class of shareholders was fairly represented, the scheme was one that an intelligent and honest shareholder might approve, and there were no legal or technical defects.

Court Disposition

Scheme sanctioned

Orders

  • The scheme of arrangement is sanctioned as approved by the shareholders.
  • Bidco to be bound by the scheme and to establish a trust account for missing shareholders.