RE WHEELOCK PROPERTIES LTD

RE WHEELOCK PROPERTIES LTD

The court found that statutory requirements and discretionary considerations were satisfied: the scheme was for a permissible purpose, the single class vote was appropriate, the meeting was properly convened and informed, the special resolution for capital reduction was passed and the reduction met the tests of equitable treatment, adequate explanation, creditor protection and a discernible purpose; accordingly the court sanctioned the scheme and the reduction of capital.

Citation
RE WHEELOCK PROPERTIES LTD
Parties
Applicant/company: Wheelock Properties Limited; Majority Shareholder (parent): Wheelock and Company Limited; Acquirer/majority Shareholder (wholly Owned Subsidiary): Myers Investments Limited; Scheme Shareholders: Scheme shareholders
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
21 July 2010
Case Number
HCMP865/2010
Procedural Posture
Scheme of Arrangement Under the Companies Ordinance (privatisation) / Hearing for Sanction of Scheme and Confirmation of Capital Reduction (sanction Hearing)
Outcome
Scheme of arrangement and associated reduction of capital sanctioned by the Court
Legal Topics
Scheme of Arrangement, Capital Reduction, Privatisation, Share Buyout, Shareholder Approval
Source Language
EN
Company Law Corporate Finance Securities Regulation Scheme of Arrangement Capital Reduction Privatisation Share Buyout Shareholder Approval

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Parties

Wheelock Properties Limited

Applicant/company

Wheelock and Company Limited

Majority Shareholder (parent)

Myers Investments Limited

Acquirer/majority Shareholder (wholly Owned Subsidiary)

Scheme shareholders

Scheme Shareholders

Procedural Posture

Scheme of Arrangement Under the Companies Ordinance (privatisation) / Hearing for Sanction of Scheme and Confirmation of Capital Reduction (sanction Hearing)

Legal Issues

  1. 1 Whether privatisation by scheme is a permissible purpose
  2. 2 Whether members formed a single class with sufficiently similar rights to vote together
  3. 3 Whether the scheme meeting was duly convened and informed

Ratio Decidendi

The court found that statutory requirements and discretionary considerations were satisfied: the scheme was for a permissible purpose, the single class vote was appropriate, the meeting was properly convened and informed, the special resolution for capital reduction was passed and the reduction met the tests of equitable treatment, adequate explanation, creditor protection and a discernible purpose; accordingly the court sanctioned the scheme and the reduction of capital.

Court Disposition

Scheme of arrangement and associated reduction of capital sanctioned by the Court

Orders

  • Scheme of arrangement sanctioned in terms of the filed order
  • Reduction of capital sanctioned pursuant to Companies Ordinance s60