Man Group Plc, Re Companies Act 2006 [2019] EWHC 1392 (Ch) (05 June 2019)

Man Group Plc, Re Companies Act 2006 [2019] EWHC 1392 (Ch) (05 June 2019)

The scheme of arrangement and associated reduction of capital are sanctioned and confirmed because statutory requirements are met, the scheme falls within the section 641(2B) exception, shareholders are treated equitably, creditors are not prejudiced, and the arrangement is fair and reasonable to an intelligent and honest member.

Citation
[2019] EWHC 1392 (Ch)
Parties
Applicant: Man Group plc
Jurisdiction
England and Wales
Judgment Date
05 June 2019
Procedural Posture
Scheme of Arrangement and Reduction of Capital / Sanction Hearing and Confirmation of Reduction
Outcome
Scheme of arrangement sanctioned; reduction of capital confirmed.
Legal Topics
Scheme of Arrangement, Reduction of Capital, Jurisdiction Under Companies Act 2006, Shareholder Rights, Cross Border Corporate Structure
Company Law Corporate Reorganisation Scheme of Arrangement Reduction of Capital Jurisdiction Under Companies Act 2006 Shareholder Rights Cross Border Corporate Structure

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Parties

Man Group plc

Applicant

Procedural Posture

Scheme of Arrangement and Reduction of Capital / Sanction Hearing and Confirmation of Reduction

Legal Issues

  1. 1 Whether the scheme of arrangement and associated reduction of capital comply with statutory requirements under the Companies Act 2006
  2. 2 Whether the scheme is barred by section 641(2A) of the Companies Act 2006 or falls within the exception in section 641(2B)
  3. 3 Whether the scheme is fair and reasonable to shareholders and creditors

Ratio Decidendi

The scheme of arrangement and associated reduction of capital are sanctioned and confirmed because statutory requirements are met, the scheme falls within the section 641(2B) exception, shareholders are treated equitably, creditors are not prejudiced, and the arrangement is fair and reasonable to an intelligent and honest member.

Court Disposition

Scheme of arrangement sanctioned; reduction of capital confirmed.

Orders

  • Scheme of arrangement between Man Group plc and its ordinary shareholders sanctioned under section 899 of the Companies Act 2006.
  • Associated reduction of capital confirmed under section 648 of the Companies Act 2006.