Re Cable & Wireless HKT Ltd.

Re Cable & Wireless HKT Ltd.

The court sanctioned the scheme and confirmed the capital reduction because statutory requirements were satisfied, the class of members was properly constituted (C&W had no distinct legal rights necessitating separate classification), the meeting was duly convened and informed, the requisite majorities acted bona fide, and no sufficient evidence of unfairness or that the scheme was improperly a disguised takeover was presented.

Citation
Re Cable & Wireless HKT Ltd.
Parties
Petitioner: Cable & Wireless HKT Limited; Interested Party: Pacific Century CyberWorks Ltd; Major Shareholder: Cable and Wireless plc
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
1 August 2000
Case Number
HCMP2316/2000
Procedural Posture
Scheme of Arrangement Under Companies Ordinance S.166 and Confirmation of Capital Reduction Under S.59 / Application for Court Sanction of Scheme and Confirmation of Reduction of Capital (sanction Hearing)
Outcome
Scheme of arrangement sanctioned and reduction of capital confirmed.
Legal Topics
Scheme of Arrangement, Capital Reduction, Class Composition and Voting, Court Sanction of Corporate Arrangements, Takeover Versus Scheme Distinction, Fiduciary Duties
Source Language
EN
Company Law Corporate Restructuring Mergers and Acquisitions Securities Law Scheme of Arrangement Capital Reduction Class Composition and Voting Court Sanction of Corporate Arrangements +2 more

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Parties

Cable & Wireless HKT Limited

Petitioner

Pacific Century CyberWorks Ltd

Interested Party

Cable and Wireless plc

Major Shareholder

Procedural Posture

Scheme of Arrangement Under Companies Ordinance S.166 and Confirmation of Capital Reduction Under S.59 / Application for Court Sanction of Scheme and Confirmation of Reduction of Capital (sanction Hearing)

Legal Issues

  1. 1 Whether the scheme of arrangement should be sanctioned by the court
  2. 2 Whether the class of members was properly constituted (in particular whether C&W should be a separate class)
  3. 3 Whether shareholders were given sufficient information and meetings were properly convened

Ratio Decidendi

The court sanctioned the scheme and confirmed the capital reduction because statutory requirements were satisfied, the class of members was properly constituted (C&W had no distinct legal rights necessitating separate classification), the meeting was duly convened and informed, the requisite majorities acted bona fide, and no sufficient evidence of unfairness or that the scheme was improperly a disguised takeover was presented.

Court Disposition

Scheme of arrangement sanctioned and reduction of capital confirmed.

Orders

  • Sanctioned the proposed scheme of arrangement under section 166 of the Companies Ordinance
  • Confirmed the reduction of capital integral to the scheme pursuant to section 59 of the Companies Ordinance