Steris Plc, Re The Companies Act 2006

Steris Plc, Re The Companies Act 2006

The scheme and reduction of capital comply with statutory requirements, are overwhelmingly supported by shareholders, do not prejudice creditors, and fall within the restructuring exception to the prohibition in section 641(2A). The scheme is fair, reasonable, and free from defects. The court sanctions the scheme and confirms the reduction of capital.

Parties
Applicant: STERIS plc; Shareholder (nominee of Dtc): Cede & Co
Jurisdiction
England and Wales
Judgment Date
26 March 2019
Procedural Posture
Scheme of Arrangement and Capital Reduction / Sanction Hearing and Confirmation of Reduction of Capital
Outcome
Scheme sanctioned and reduction of capital confirmed
Legal Topics
Scheme of Arrangement, Reduction of Capital, Shareholder Rights, Corporate Restructuring
Company Law Scheme of Arrangement Reduction of Capital Shareholder Rights Corporate Restructuring

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Parties

STERIS plc

Applicant

Cede & Co

Shareholder (nominee of Dtc)

Procedural Posture

Scheme of Arrangement and Capital Reduction / Sanction Hearing and Confirmation of Reduction of Capital

Legal Issues

  1. 1 Whether the scheme of arrangement and associated reduction of capital comply with statutory requirements under Part 26 and sections 645-649 of the Companies Act 2006
  2. 2 Whether the scheme falls foul of the prohibition in section 641(2A) of the Companies Act 2006
  3. 3 Whether the scheme is fair to minority shareholders and free from defects

Ratio Decidendi

The scheme and reduction of capital comply with statutory requirements, are overwhelmingly supported by shareholders, do not prejudice creditors, and fall within the restructuring exception to the prohibition in section 641(2A). The scheme is fair, reasonable, and free from defects. The court sanctions the scheme and confirms the reduction of capital.

Court Disposition

Scheme sanctioned and reduction of capital confirmed

Orders

  • The scheme of arrangement is sanctioned.
  • The reduction of capital is confirmed.