Mann Group Plc & Mann Strategic Holdings

Mann Group Plc & Mann Strategic Holdings

The scheme and capital reduction meet statutory and judicial tests for fairness, explanation, purpose, and absence of prejudice; thus, sanction and confirmation are granted.

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 Capital Reduction / Judgment on Sanction and Confirmation
Outcome
Scheme of arrangement sanctioned; reduction of capital in Mann confirmed; provisional approval for New Mann's reduction pending further hearing.
Legal Topics
Scheme of Arrangement, Capital Reduction, Shareholder Rights, Distributable Reserves
Company Law Corporate Restructuring Scheme of Arrangement Capital Reduction Shareholder Rights Distributable Reserves

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Parties

Mann Group plc

Applicant

Mann Strategic Holdings plc

Applicant

Procedural Posture

Scheme of Arrangement and Capital Reduction / Judgment on Sanction and Confirmation

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
  3. 3 Whether shareholders and creditors are treated equitably and not prejudiced

Ratio Decidendi

The scheme and capital reduction meet statutory and judicial tests for fairness, explanation, purpose, and absence of prejudice; thus, sanction and confirmation are granted.

Court Disposition

Scheme of arrangement sanctioned; reduction of capital in Mann confirmed; provisional approval for New Mann's reduction pending further hearing.

Orders

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