Mann Group Plc & Mann Strategic Holdings [2012] EWHC 4089 (Ch) (05 November 2012)

Mann Group Plc & Mann Strategic Holdings [2012] EWHC 4089 (Ch) (05 November 2012)

The scheme of arrangement and reduction of capital meet all statutory and common law requirements, including proper class composition, fair representation, informed shareholder consent, discernible purpose, and no prejudice to creditors; therefore, the court sanctions the scheme and confirms the reduction of capital for Mann Group plc.

Citation
[2012] EWHC 4089 (Ch)
Parties
Applicant: Mann Group plc; Applicant: Mann Strategic Holdings plc
Jurisdiction
England and Wales
Judgment Date
05 November 2012
Procedural Posture
Scheme of Arrangement and Reduction of Capital / Sanction Hearing and Confirmation of Reduction of Capital
Outcome
Scheme of arrangement sanctioned and reduction of capital for Mann Group plc confirmed; reduction of capital for Mann Strategic Holdings plc to be considered on 7 November 2012.
Legal Topics
Scheme of Arrangement, Reduction of Capital, Shareholder Rights, Distributable Reserves
Company Law Scheme of Arrangement Reduction of Capital Shareholder Rights Distributable Reserves

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Parties

Mann Group plc

Applicant

Mann Strategic Holdings plc

Applicant

Procedural Posture

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

Legal Issues

  1. 1 Whether the scheme of arrangement should be sanctioned under section 899 of the Companies Act 2006
  2. 2 Whether the reduction of capital should be confirmed under section 648 of the Companies Act 2006

Ratio Decidendi

The scheme of arrangement and reduction of capital meet all statutory and common law requirements, including proper class composition, fair representation, informed shareholder consent, discernible purpose, and no prejudice to creditors; therefore, the court sanctions the scheme and confirms the reduction of capital for Mann Group plc.

Court Disposition

Scheme of arrangement sanctioned and reduction of capital for Mann Group plc confirmed; reduction of capital for Mann Strategic Holdings plc to be considered on 7 November 2012.

Orders

  • Sanction of scheme of arrangement under section 899 Companies Act 2006 for Mann Group plc.
  • Confirmation of reduction of capital under section 648 Companies Act 2006 for Mann Group plc.