Tulla Resources PLC, In the Matter Of [2023] EWHC 1642 (Ch) (19 June 2023)

Tulla Resources PLC, In the Matter Of [2023] EWHC 1642 (Ch) (19 June 2023)

The Demerger Scheme satisfies all statutory and discretionary requirements for sanction under section 899 CA 2006. The scheme is a proper arrangement, involves a single class, is not barred by section 641(2A), is fair and reasonable, and does not prejudice creditors. The reduction of capital is small, creditors are...

Source-derived case information.

Citation
[2023] EWHC 1642 (Ch)
Parties
Applicant: Tulla Resources plc
Jurisdiction
England and Wales
Judgment Date
19 June 2023
Procedural Posture
Scheme of Arrangement / Sanction Hearing
Outcome
scheme sanctioned
Legal Topics
Scheme of Arrangement, Reduction of Capital, Demerger, Shareholder Rights
Company Law Scheme of Arrangement Reduction of Capital Demerger Shareholder Rights

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Parties

Tulla Resources plc

Applicant

Procedural Posture

Scheme of Arrangement / Sanction Hearing

Legal Issues

  1. 1 Whether the Demerger Scheme meets the requirements for sanction under section 899 of the Companies Act 2006
  2. 2 Whether the reduction of capital is barred by section 641(2A) CA 2006
  3. 3 Whether the scheme involves a single class of members for voting purposes

Ratio Decidendi

The Demerger Scheme satisfies all statutory and discretionary requirements for sanction under section 899 CA 2006. The scheme is a proper arrangement, involves a single class, is not barred by section 641(2A), is fair and reasonable, and does not prejudice creditors. The reduction of capital is small, creditors are protected, and all procedural steps have been followed.

Court Disposition

scheme sanctioned

Orders

  • Sanction of the Demerger Scheme under section 899(1) CA 2006
  • Confirmation of cancellation of Demerger Bonus Shares under section 648(1) CA 2006