SABmiller Plc, Re [2016] EWHC 2153 (Ch) (23 August 2016)

SABmiller Plc, Re [2016] EWHC 2153 (Ch) (23 August 2016)

The court has jurisdiction under sections 895 and 896 of the Companies Act 2006 to order a meeting of only some shareholders with whom a scheme is proposed, where others voluntarily undertake to be bound by the scheme and forgo their right to attend and vote at the meeting. There is no statutory or legal necessity to require all such shareholders to be summoned if they consent to exclusion.

Citation
[2016] EWHC 2153 (Ch)
Parties
Applicant: SABMiller plc; Intervener/objector: Soroban Master Fund LP and Soroban Opportunities Master Fund LP; Shareholder/interested Party: Altria Group, Inc.; Interested Party: Anheuser-Busch InBev SA/NV
Jurisdiction
England and Wales
Judgment Date
23 August 2016
Procedural Posture
Companies Court Application (scheme of Arrangement) / Application for Directions to Convene Scheme Meeting
Outcome
Application granted (jurisdiction affirmed)
Legal Topics
Schemes of Arrangement, Class Composition, Shareholder Rights, Court Jurisdiction Under Companies Act 2006
Company Law Corporate Transactions Schemes of Arrangement Class Composition Shareholder Rights Court Jurisdiction Under Companies Act 2006

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Parties

SABMiller plc

Applicant

Soroban Master Fund LP and Soroban Opportunities Master Fund LP

Intervener/objector

Altria Group, Inc.

Shareholder/interested Party

Anheuser-Busch InBev SA/NV

Interested Party

Procedural Posture

Companies Court Application (scheme of Arrangement) / Application for Directions to Convene Scheme Meeting

Legal Issues

  1. 1 Whether the court has jurisdiction to order a scheme meeting of only some shareholders (excluding others who undertake to be bound) under sections 895 and 896 of the Companies Act 2006
  2. 2 Whether Altria and BEVCO must be included in the class meeting for the scheme of arrangement

Ratio Decidendi

The court has jurisdiction under sections 895 and 896 of the Companies Act 2006 to order a meeting of only some shareholders with whom a scheme is proposed, where others voluntarily undertake to be bound by the scheme and forgo their right to attend and vote at the meeting. There is no statutory or legal necessity to require all such shareholders to be summoned if they consent to exclusion.

Court Disposition

Application granted (jurisdiction affirmed)

Orders

  • Court has jurisdiction to order a meeting of Public Shareholders excluding Altria and BEVCO, who may undertake to be bound by the scheme.