In the matter of DS Smith PLC

In the matter of DS Smith PLC

The scheme satisfies all statutory and procedural requirements, is fair and reasonable to shareholders, has been properly explained and approved by the requisite majority, and contains no legal or technical defect. The court sanctions the scheme.

Parties
Applicant: DS Smith Plc; Respondent: Scheme shareholders
Jurisdiction
England and Wales
Judgment Date
04 March 2025
Procedural Posture
Scheme of Arrangement / Sanction Hearing
Outcome
scheme sanctioned
Legal Topics
Scheme of Arrangement, Shareholder Approval, Mergers and Acquisitions
Company Law Corporate Finance Scheme of Arrangement Shareholder Approval Mergers and Acquisitions

Case Brief

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Parties

DS Smith Plc

Applicant

Scheme shareholders

Respondent

Procedural Posture

Scheme of Arrangement / Sanction Hearing

Legal Issues

  1. 1 Whether the proposed scheme of arrangement satisfies the jurisdictional requirements under Part 26 of the Companies Act 2006
  2. 2 Whether the scheme is fair and reasonable to shareholders
  3. 3 Whether statutory and procedural requirements for shareholder approval have been met

Ratio Decidendi

The scheme satisfies all statutory and procedural requirements, is fair and reasonable to shareholders, has been properly explained and approved by the requisite majority, and contains no legal or technical defect. The court sanctions the scheme.

Court Disposition

scheme sanctioned

Orders

  • Scheme of arrangement between DS Smith Plc and its shareholders is sanctioned.
  • Permission granted for introduction and reliance on expert evidence regarding US law.