Codemasters Group Holdings Plc, Re [2021] EWHC 619 (Ch) (16 February 2021)

Codemasters Group Holdings Plc, Re [2021] EWHC 619 (Ch) (16 February 2021)

The scheme of arrangement meets all statutory and fairness requirements, was properly approved by the shareholders, and presents no legal defect or unfairness; therefore, the court sanctions the scheme.

Citation
[2021] EWHC 619 (Ch)
Parties
Applicant: Codemasters Group Holdings Plc
Jurisdiction
England and Wales
Judgment Date
16 February 2021
Procedural Posture
Scheme of Arrangement / Application for Sanction of Scheme Under S.899 Companies Act 2006
Outcome
Scheme sanctioned
Legal Topics
Scheme of Arrangement, Shareholder Approval, Acquisition of Share Capital
Company Law Mergers and Acquisitions Scheme of Arrangement Shareholder Approval Acquisition of Share Capital

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Parties

Codemasters Group Holdings Plc

Applicant

Procedural Posture

Scheme of Arrangement / Application for Sanction of Scheme Under S.899 Companies Act 2006

Legal Issues

  1. 1 Whether statutory requirements for scheme of arrangement under s.899 Companies Act 2006 are satisfied
  2. 2 Whether the class of shareholders was fairly represented and not coerced
  3. 3 Whether the scheme is fair and reasonable for shareholders

Ratio Decidendi

The scheme of arrangement meets all statutory and fairness requirements, was properly approved by the shareholders, and presents no legal defect or unfairness; therefore, the court sanctions the scheme.

Court Disposition

Scheme sanctioned

Orders

  • The scheme of arrangement between Codemasters Group Holdings Plc and its shareholders is sanctioned pursuant to s.899 Companies Act 2006.