Ophir Energy Plc, Re Companies Act 2006

Ophir Energy Plc, Re Companies Act 2006

The scheme of arrangement is sanctioned as statutory requirements are met, the class of shareholders was fairly represented, the majority acted bona fide, the scheme offers a premium, and no material defect or inadequacy in disclosure was established.

Parties
Applicant: Ophir Energy Plc; Acquirer: Medco Energi Global PTE Ltd (Bidco); Objector: Legal & General Investment Management (LGIM)
Jurisdiction
England and Wales
Judgment Date
21 May 2019
Procedural Posture
Scheme of Arrangement / Sanction Hearing
Outcome
scheme sanctioned
Legal Topics
Scheme of Arrangement, Takeover, Shareholder Rights, Disclosure Obligations
Company Law Corporate Finance Scheme of Arrangement Takeover Shareholder Rights Disclosure Obligations

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Parties

Ophir Energy Plc

Applicant

Medco Energi Global PTE Ltd (Bidco)

Acquirer

Legal & General Investment Management (LGIM)

Objector

Procedural Posture

Scheme of Arrangement / Sanction Hearing

Legal Issues

  1. 1 Whether the scheme of arrangement should be sanctioned under Part 26 of the Companies Act 2006
  2. 2 Whether the Explanatory Statement provided to shareholders was adequate

Ratio Decidendi

The scheme of arrangement is sanctioned as statutory requirements are met, the class of shareholders was fairly represented, the majority acted bona fide, the scheme offers a premium, and no material defect or inadequacy in disclosure was established.

Court Disposition

scheme sanctioned

Orders

  • Scheme of arrangement sanctioned under Part 26 of the Companies Act 2006
  • Bidco to give undertakings to be bound by and give effect to the Scheme