DS Smith Plc, Re [2025] EWHC 696 (Ch) (30 January 2025)

DS Smith Plc, Re [2025] EWHC 696 (Ch) (30 January 2025)

The scheme of arrangement satisfies all statutory and jurisdictional requirements under Part 26 of the Companies Act 2006, is fair and reasonable to the class of shareholders, involves no improper inducements or fracturing elements, and is free from technical or legal defects. The court therefore sanctions the scheme.

Citation
[2025] EWHC 696 (Ch)
Parties
Applicant: DS Smith Plc
Jurisdiction
England and Wales
Judgment Date
30 January 2025
Procedural Posture
Scheme of Arrangement (companies Act 2006, Part 26) / Sanction Hearing
Outcome
Scheme sanctioned
Legal Topics
Scheme of Arrangement, Shareholder Approval, Cross Border Mergers, Sanction of Court, Director Remuneration, US Securities Law Exemption
Company Law Mergers and Acquisitions Scheme of Arrangement Shareholder Approval Cross Border Mergers Sanction of Court Director Remuneration US Securities Law Exemption

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Parties

DS Smith Plc

Applicant

Procedural Posture

Scheme of Arrangement (companies Act 2006, Part 26) / Sanction Hearing

Legal Issues

  1. 1 Whether the proposed scheme of arrangement satisfies the jurisdictional and statutory requirements under Part 26 of the Companies Act 2006
  2. 2 Whether the scheme is fair and reasonable to the class of shareholders
  3. 3 Whether any fracturing element or improper inducement exists due to director or employee benefits

Ratio Decidendi

The scheme of arrangement satisfies all statutory and jurisdictional requirements under Part 26 of the Companies Act 2006, is fair and reasonable to the class of shareholders, involves no improper inducements or fracturing elements, and is free from technical or legal defects. The court therefore sanctions the scheme.

Court Disposition

Scheme sanctioned

Orders

  • The scheme of arrangement between DS Smith Plc and its shareholders is sanctioned under Part 26 of the Companies Act 2006.
  • Permission granted for the introduction and reliance on expert evidence regarding US securities law exemption.