Smith & Williamson Holdings Ltd, Re

Smith & Williamson Holdings Ltd, Re

There is no obvious jurisdictional impediment to sanctioning the scheme if approved at the scheme meeting. The differences among A shareholders, including the mix and match facility, leaver arrangements, and other provisions, do not make it impossible for them to consult together with a view to their common interest. Therefore, a single meeting of A shareholders is appropriate.

Parties
Applicant: Smith & Williamson Holdings Limited; D Shareholder: AGF Management Limited; Acquirer: Tilney Group Limited; Acquirer: Symmetry Topco Limited
Jurisdiction
England and Wales
Judgment Date
18 October 2019
Procedural Posture
Scheme of Arrangement (companies Act 2006, S.896) / Application for Order to Convene Scheme Meeting
Outcome
Order granted to convene a single scheme meeting of A shareholders.
Legal Topics
Schemes of Arrangement, Class Constitution, Shareholder Rights
Company Law Mergers and Acquisitions Schemes of Arrangement Class Constitution Shareholder Rights

Case Brief

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Parties

Smith & Williamson Holdings Limited

Applicant

AGF Management Limited

D Shareholder

Tilney Group Limited

Acquirer

Symmetry Topco Limited

Acquirer

Procedural Posture

Scheme of Arrangement (companies Act 2006, S.896) / Application for Order to Convene Scheme Meeting

Legal Issues

  1. 1 Whether a single meeting of A shareholders is appropriate for the scheme of arrangement
  2. 2 Whether differences in rights/interests among shareholders require separate class meetings
  3. 3 Whether the mix and match facility, leaver arrangements, management incentivisation, and Oracle SPA amendments create class issues

Ratio Decidendi

There is no obvious jurisdictional impediment to sanctioning the scheme if approved at the scheme meeting. The differences among A shareholders, including the mix and match facility, leaver arrangements, and other provisions, do not make it impossible for them to consult together with a view to their common interest. Therefore, a single meeting of A shareholders is appropriate.

Court Disposition

Order granted to convene a single scheme meeting of A shareholders.

Orders

  • Permission granted to convene a single meeting of A shareholders to consider and, if thought fit, approve the scheme of arrangement.
  • Notice to be sent to holders of scheme shares at least 14 clear days before the meeting.