Codemasters Group Holdings Plc, Re

Codemasters Group Holdings Plc, Re

The scheme met all statutory requirements, was fairly explained and approved by a strong majority of shareholders, was fair and reasonable, and there was no legal defect or unfairness. Concerns raised by minority shareholders did not affect the fairness or legality of the scheme. The court sanctioned the scheme.

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
Outcome
Scheme sanctioned
Legal Topics
Scheme of Arrangement, Shareholder Rights, Acquisition of Shares
Company Law Mergers and Acquisitions Scheme of Arrangement Shareholder Rights Acquisition of Shares

Case Brief

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Parties

Codemasters Group Holdings Plc

Applicant

Procedural Posture

Scheme of Arrangement / Application for Sanction of Scheme

Legal Issues

  1. 1 Whether the statutory requirements for sanctioning a scheme of arrangement under s.899 Companies Act 2006 were met
  2. 2 Whether the scheme was fair and reasonable to shareholders
  3. 3 Whether there was any defect or 'blot' in the scheme rendering it unlawful or inoperative

Ratio Decidendi

The scheme met all statutory requirements, was fairly explained and approved by a strong majority of shareholders, was fair and reasonable, and there was no legal defect or unfairness. Concerns raised by minority shareholders did not affect the fairness or legality of the scheme. The court sanctioned the scheme.

Court Disposition

Scheme sanctioned

Orders

  • The scheme of arrangement between Codemasters Group Holdings Plc and its shareholders is sanctioned.