Unilever Plc, Re

Unilever Plc, Re

The scheme of arrangement and reduction of capital fall within the exemption in s.641(2B) of the Companies Act 2006. The mandatory transfer step is not part of the scheme as defined by the Act and does not affect the application of the exemption. The Ramsay principle does not require an expanded interpretation of 'scheme' to include the mandatory transfer or subsequent steps.

Parties
Applicant: Unilever Plc; Respondent: N/A
Jurisdiction
England and Wales
Judgment Date
05 September 2018
Procedural Posture
Company Law Application / Application for Permission to Convene Meeting of Members for Scheme of Arrangement
Outcome
Permission granted to convene meeting of members for scheme of arrangement; order made as requested
Legal Topics
Scheme of Arrangement, Reduction of Share Capital, Statutory Interpretation, Group Restructuring
Company Law Scheme of Arrangement Reduction of Share Capital Statutory Interpretation Group Restructuring

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Parties

Unilever Plc

Applicant

N/A

Respondent

Procedural Posture

Company Law Application / Application for Permission to Convene Meeting of Members for Scheme of Arrangement

Legal Issues

  1. 1 Whether the proposed scheme of arrangement and reduction of share capital fall within the exemption in s.641(2B) of the Companies Act 2006
  2. 2 Whether the mandatory transfer step forms part of the scheme for the purposes of s.641(2B)
  3. 3 Application of the Ramsay principle to the interpretation of 'scheme' in s.641(2B)

Ratio Decidendi

The scheme of arrangement and reduction of capital fall within the exemption in s.641(2B) of the Companies Act 2006. The mandatory transfer step is not part of the scheme as defined by the Act and does not affect the application of the exemption. The Ramsay principle does not require an expanded interpretation of 'scheme' to include the mandatory transfer or subsequent steps.

Court Disposition

Permission granted to convene meeting of members for scheme of arrangement; order made as requested

Orders

  • Permission to convene meeting of members to consider and, if thought fit, approve the scheme of arrangement
  • Court opinion recorded that the scheme and reduction of capital fall within the exemption in s.641(2B) of the Companies Act 2006