T D G Plc [2008] EWHC 2334 (Ch) (26 September 2008)

T D G Plc [2008] EWHC 2334 (Ch) (26 September 2008)

All statutory requirements for sanctioning the scheme of arrangement have been met, the class was fairly represented, the majority acted bona fide, an intelligent and honest person might reasonably approve the scheme, and there is no legal defect in the scheme. The use of a scheme of arrangement is lawful and...

Source-derived case information.

Citation
[2008] EWHC 2334 (Ch)
Parties
Applicant: T D G plc; Objector/shareholder: Mr. E. Chalker
Jurisdiction
England and Wales
Judgment Date
26 September 2008
Procedural Posture
Scheme of Arrangement and Reduction of Capital / Application for Court Sanction of Scheme of Arrangement Under Section 899 Companies Act 2006 and Related Reduction of Capital Under Section 137 Companies Act 1985
Outcome
Scheme of arrangement sanctioned; order made as sought.
Legal Topics
Schemes of Arrangement, Reduction of Capital, Minority Shareholder Rights, Takeover Provisions
Company Law Schemes of Arrangement Reduction of Capital Minority Shareholder Rights Takeover Provisions

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Parties

T D G plc

Applicant

Mr. E. Chalker

Objector/shareholder

Procedural Posture

Scheme of Arrangement and Reduction of Capital / Application for Court Sanction of Scheme of Arrangement Under Section 899 Companies Act 2006 and Related Reduction of Capital Under Section 137 Companies Act 1985

Legal Issues

  1. 1 Whether the statutory requirements for sanctioning a scheme of arrangement under section 899 Companies Act 2006 are satisfied
  2. 2 Whether the scheme is fair to minority shareholders and not coercive
  3. 3 Whether the scheme can be sanctioned despite not meeting the 90% threshold required for compulsory acquisition under takeover provisions

Ratio Decidendi

All statutory requirements for sanctioning the scheme of arrangement have been met, the class was fairly represented, the majority acted bona fide, an intelligent and honest person might reasonably approve the scheme, and there is no legal defect in the scheme. The use of a scheme of arrangement is lawful and appropriate even though the 90% threshold for compulsory acquisition under takeover provisions is not met.

Court Disposition

Scheme of arrangement sanctioned; order made as sought.

Orders

  • Court sanctions the scheme of arrangement under section 899 Companies Act 2006.
  • Final order on reduction of capital to be made after final details are ascertained.