Representation of Atlantic Leaf Properties Limited 13-Jan-2021 [2021] JRC 060 (13 January 2021)

Representation of Atlantic Leaf Properties Limited 13-Jan-2021 [2021] JRC 060 (13 January 2021)

The Scheme was sanctioned because statutory requirements under Article 125 of the Companies (Jersey) Law 1991 were met, the class of shareholders was properly constituted and represented, the headcount and value thresholds were satisfied using the Equitable Life approach, the Scheme was fair and reasonable, and no objections or evidence of unfairness or coercion were presented.

Citation
[2021] JRC 060
Parties
Representor/company: Atlantic Leaf Properties Limited; Offeror: South Downs Investment LP
Jurisdiction
Jersey
Judgment Date
13 January 2021
Procedural Posture
Scheme of Arrangement (companies Law) / Sanction Hearing (final Approval After Convening Hearing)
Outcome
Scheme of Arrangement sanctioned and approved.
Legal Topics
Scheme of Arrangement, Shareholder Meetings, Headcount Test, COVID 19 Remote Meetings, Class Composition
Company Law Corporate Finance Scheme of Arrangement Shareholder Meetings Headcount Test COVID 19 Remote Meetings Class Composition

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Parties

Atlantic Leaf Properties Limited

Representor/company

South Downs Investment LP

Offeror

Procedural Posture

Scheme of Arrangement (companies Law) / Sanction Hearing (final Approval After Convening Hearing)

Legal Issues

  1. 1 Whether the Scheme of Arrangement should be sanctioned under Article 125 of the Companies (Jersey) Law 1991
  2. 2 Whether the headcount test and statutory thresholds were properly applied
  3. 3 Whether the class of shareholders was properly constituted and represented

Ratio Decidendi

The Scheme was sanctioned because statutory requirements under Article 125 of the Companies (Jersey) Law 1991 were met, the class of shareholders was properly constituted and represented, the headcount and value thresholds were satisfied using the Equitable Life approach, the Scheme was fair and reasonable, and no objections or evidence of unfairness or coercion were presented.

Court Disposition

Scheme of Arrangement sanctioned and approved.

Orders

  • Scheme of Arrangement between Atlantic Leaf Properties Limited and its shareholders is sanctioned under Article 125 of the Companies (Jersey) Law 1991.
  • All conditions precedent to the Scheme are confirmed as satisfied.