In the Matter of Readymis Plc & Ors [2012] IEHC 194 (16 May 2012)

In the Matter of Readymis Plc & Ors [2012] IEHC 194 (16 May 2012)

The scheme of arrangement was properly notified, all statutory and court requirements were met, the correct class of shareholders was identified, there was no coercion, and the scheme is fair and reasonable. Allegations of inadequate disclosure and anti-competitive behaviour were unproven and do not justify refusal of the scheme. Proxy voting arrangements were secure and valid. The objections are dismissed and the scheme is sanctioned.

Citation
[2012] IEHC 194
Parties
Applicant: Readymix Plc; Objector/shareholder: Tom Goode; Objector/shareholder: Seamus Maye
Jurisdiction
Ireland
Judgment Date
16 May 2012
Procedural Posture
Company Law Scheme of Arrangement / Application for Court Sanction of Scheme of Arrangement and Reduction of Share Capital
Outcome
Application granted; scheme of arrangement sanctioned and reduction of share capital confirmed.
Legal Topics
Scheme of Arrangement, Reduction of Share Capital, Shareholder Rights, Takeover Rules, Proxy Voting, Disclosure Obligations
Company Law Corporate Transactions Scheme of Arrangement Reduction of Share Capital Shareholder Rights Takeover Rules Proxy Voting Disclosure Obligations

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Parties

Readymix Plc

Applicant

Tom Goode

Objector/shareholder

Seamus Maye

Objector/shareholder

Procedural Posture

Company Law Scheme of Arrangement / Application for Court Sanction of Scheme of Arrangement and Reduction of Share Capital

Legal Issues

  1. 1 Whether the scheme of arrangement should be sanctioned by the court under s.201 of the Companies Act 1963
  2. 2 Whether the reduction of share capital should be confirmed under s.74 of the Companies Act 1963
  3. 3 Whether adequate disclosure was made to shareholders regarding payments to Cemex

Ratio Decidendi

The scheme of arrangement was properly notified, all statutory and court requirements were met, the correct class of shareholders was identified, there was no coercion, and the scheme is fair and reasonable. Allegations of inadequate disclosure and anti-competitive behaviour were unproven and do not justify refusal of the scheme. Proxy voting arrangements were secure and valid. The objections are dismissed and the scheme is sanctioned.

Court Disposition

Application granted; scheme of arrangement sanctioned and reduction of share capital confirmed.

Orders

  • Scheme of arrangement between Readymix Plc and scheme shareholders sanctioned under s.201 Companies Act 1963.
  • Reduction of share capital confirmed under s.74 Companies Act 1963.