JEFL Group Plc, Re

JEFL Group Plc, Re

Despite the company's limited substantive role, longstanding authority establishes that a scheme involving the company's administrative participation in share transfers constitutes an 'arrangement' under section 895, justifying court sanction.

Parties
Company: Jelf Group Plc; Interested Party: Marsh and McLennon Acquisition Limited
Jurisdiction
England and Wales
Judgment Date
25 November 2015
Procedural Posture
Scheme of Arrangement / Application for Sanction of Scheme
Outcome
scheme sanctioned
Legal Topics
Schemes of Arrangement, Takeover, Share Acquisition
Company Law Schemes of Arrangement Takeover Share Acquisition

Case Brief

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Parties

Jelf Group Plc

Company

Marsh and McLennon Acquisition Limited

Interested Party

Procedural Posture

Scheme of Arrangement / Application for Sanction of Scheme

Legal Issues

  1. 1 Whether the proposed scheme constitutes an 'arrangement between the company and its members' under section 895 of the Companies Act 2006
  2. 2 Whether the court should sanction the scheme of arrangement for the takeover of Jelf Group Plc

Ratio Decidendi

Despite the company's limited substantive role, longstanding authority establishes that a scheme involving the company's administrative participation in share transfers constitutes an 'arrangement' under section 895, justifying court sanction.

Court Disposition

scheme sanctioned

Orders

  • The scheme of arrangement is sanctioned.