Man Group Plc, Re Companies Act 2006

Man Group Plc, Re Companies Act 2006

The scheme of arrangement and associated reduction of capital comply with all statutory requirements. The exception under section 641(2B) applies despite the existence of Deferred Shares, as substantially all members become members of the new parent in substantially the same proportions. The scheme is fair, in the interests of shareholders, and does not prejudice creditors. The court sanctions the scheme and confirms the reduction of capital.

Parties
Applicant: Man Group plc
Jurisdiction
England and Wales
Judgment Date
05 June 2019
Procedural Posture
Scheme of Arrangement and Reduction of Capital / Sanction and Confirmation Hearing
Outcome
Scheme sanctioned and 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 Restructuring 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 and Confirmation Hearing

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
  3. 3 Whether the exception under section 641(2B) applies given the existence of Deferred Shares

Ratio Decidendi

The scheme of arrangement and associated reduction of capital comply with all statutory requirements. The exception under section 641(2B) applies despite the existence of Deferred Shares, as substantially all members become members of the new parent in substantially the same proportions. The scheme is fair, in the interests of shareholders, and does not prejudice creditors. The court sanctions the scheme and confirms the reduction of capital.

Court Disposition

Scheme sanctioned and reduction of capital confirmed

Orders

  • The scheme of arrangement under section 899 of the Companies Act 2006 is sanctioned.
  • The associated reduction of capital under section 648 of the Companies Act 2006 is confirmed.