RE CHINA ASSETS (HOLDINGS) LTD

RE CHINA ASSETS (HOLDINGS) LTD

The court sanctioned the scheme and approved the reduction of capital because the proposed privatisation was a permissible purpose, the scheme shareholders were properly classed and convened, adequate information was provided, the requisite statutory majority was obtained and the reduction of capital was equitable and did not prejudice creditors given its technical nature.

Citation
RE CHINA ASSETS (HOLDINGS) LTD
Parties
Applicant/company: China Assets (Holdings) Limited; Offeror: Offeror and parties acting in concert; Scheme Shareholders: Scheme shareholders
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 November 2017
Case Number
HCMP1875/2017
Procedural Posture
Companies Ordinance Scheme of Arrangement Under Cap 622 / Sanction Hearing / Decision
Outcome
Scheme sanctioned and reduction of capital approved
Legal Topics
Scheme of Arrangement, Reduction of Capital, Privatisation, Share Cancellation, Disclosure and Convening of Meetings
Source Language
EN
Company Law Corporate Restructuring Securities and Listing Scheme of Arrangement Reduction of Capital Privatisation Share Cancellation Disclosure and Convening of Meetings

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Parties

China Assets (Holdings) Limited

Applicant/company

Offeror and parties acting in concert

Offeror

Scheme shareholders

Scheme Shareholders

Procedural Posture

Companies Ordinance Scheme of Arrangement Under Cap 622 / Sanction Hearing / Decision

Legal Issues

  1. 1 Whether scheme is for a permissible purpose
  2. 2 Whether members called as a single class had sufficiently similar legal rights to vote together
  3. 3 Whether the meeting was duly convened in accordance with court directions

Ratio Decidendi

The court sanctioned the scheme and approved the reduction of capital because the proposed privatisation was a permissible purpose, the scheme shareholders were properly classed and convened, adequate information was provided, the requisite statutory majority was obtained and the reduction of capital was equitable and did not prejudice creditors given its technical nature.

Court Disposition

Scheme sanctioned and reduction of capital approved

Orders

  • Order to be made in terms of the draft as presented to the court, subject to minor amendments
  • Inclusion in the recital paragraphs of the offeror's undertaking to be bound and to execute and procure execution of all documents and acts necessary to effect the scheme