Loungers PLC, Re

Loungers PLC, Re

The scheme of arrangement was sanctioned because all statutory requirements were met, the shareholder class was fairly represented, the scheme was reasonable and advantageous to shareholders, and there was no legal defect or objection.

Source-derived case information.

Parties
Applicant: Loungers PLC; Interested Party: CF Exedra Bidco Limited
Jurisdiction
England and Wales
Judgment Date
02 October 2025
Procedural Posture
Scheme of Arrangement / Sanction Hearing
Outcome
scheme sanctioned
Legal Topics
Scheme of Arrangement, Share Acquisition, Statutory Compliance, Shareholder Meetings
Company Law Corporate Finance Scheme of Arrangement Share Acquisition Statutory Compliance Shareholder Meetings

Source-derived case record

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Parties

Loungers PLC

Applicant

CF Exedra Bidco Limited

Interested Party

Procedural Posture

Scheme of Arrangement / Sanction Hearing

Legal Issues

  1. 1 Whether the statutory requirements for sanctioning a scheme of arrangement under Part 26 Companies Act 2006 are satisfied
  2. 2 Whether the class of shareholders was fairly represented and the statutory majority acted bona fide
  3. 3 Whether the scheme is reasonable for shareholders

Ratio Decidendi

The scheme of arrangement was sanctioned because all statutory requirements were met, the shareholder class was fairly represented, the scheme was reasonable and advantageous to shareholders, and there was no legal defect or objection.

Court Disposition

scheme sanctioned

Orders

  • Scheme of arrangement between Loungers PLC and its shareholders is sanctioned
  • Bidco and related parties are bound by undertakings as set out in the Order and Scheme