Sirius Minerals Plc, Re

Sirius Minerals Plc, Re

The court found that all statutory requirements were met, the meeting was properly conducted, the class of members was fairly represented, and the scheme was fair and reasonable. The disenfranchisement of beneficial owners did not affect the validity of the scheme under current law, as only registered members are entitled to vote.

Parties
Applicant: Sirius Minerals plc; Objector: Gavin Palmer
Jurisdiction
England and Wales
Judgment Date
13 March 2020
Procedural Posture
Scheme of Arrangement (companies Act 2006, Part 26) / Sanction Hearing
Outcome
Scheme sanctioned
Legal Topics
Scheme of Arrangement, Shareholder Rights, Beneficial Ownership, Voting Procedures, Court Sanction of Schemes
Company Law Insolvency Law Scheme of Arrangement Shareholder Rights Beneficial Ownership Voting Procedures Court Sanction of Schemes

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Parties

Sirius Minerals plc

Applicant

Gavin Palmer

Objector

Procedural Posture

Scheme of Arrangement (companies Act 2006, Part 26) / Sanction Hearing

Legal Issues

  1. 1 Whether the statutory requirements for sanctioning a scheme of arrangement under Part 26 of the Companies Act 2006 have been met
  2. 2 Whether the class of members was fairly represented at the meeting
  3. 3 Whether the scheme is fair and reasonable to members

Ratio Decidendi

The court found that all statutory requirements were met, the meeting was properly conducted, the class of members was fairly represented, and the scheme was fair and reasonable. The disenfranchisement of beneficial owners did not affect the validity of the scheme under current law, as only registered members are entitled to vote.

Court Disposition

Scheme sanctioned

Orders

  • The scheme of arrangement between Sirius Minerals plc and its members is sanctioned under section 899 of the Companies Act 2006.