Representation of Coinshares International Limited (Royal Court : Costs (Civil) : Temple : Companies) [2026] JRC 079 (18 March 2026)

Representation of Coinshares International Limited (Royal Court : Costs (Civil) : Temple : Companies) [2026] JRC 079 (18 March 2026)

There are no material differences in the rights or treatment of ordinary shareholders, including directors, share plan participants, or those with irrevocable undertakings, to justify more than one class meeting for the scheme of arrangement.

Citation
[2026] JRC 079
Parties
Representor: CoinShares International Limited; Counterparty: Vine Hill Capital Investment Corporation; Acquirer: Odysseus (Cayman) Limited; Proposed Holding Company: Odysseus Holdings Limited; Investor: Alyeska Master Fund (PIPE Investor)
Jurisdiction
Jersey
Judgment Date
18 March 2026
Procedural Posture
Scheme of Arrangement Directions Hearing / Directions for Convening Shareholder Meeting
Outcome
Application granted
Legal Topics
Schemes of Arrangement, Shareholder Meetings, Class Rights, Share Exchange, De SPAC Transactions
Company Law Corporate Finance Schemes of Arrangement Shareholder Meetings Class Rights Share Exchange De SPAC Transactions

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Parties

CoinShares International Limited

Representor

Vine Hill Capital Investment Corporation

Counterparty

Odysseus (Cayman) Limited

Acquirer

Odysseus Holdings Limited

Proposed Holding Company

Alyeska Master Fund (PIPE Investor)

Investor

Procedural Posture

Scheme of Arrangement Directions Hearing / Directions for Convening Shareholder Meeting

Legal Issues

  1. 1 Whether a single class meeting of ordinary shareholders is appropriate for the proposed scheme of arrangement under Article 125(1) of the Companies (Jersey) Law 1991
  2. 2 Whether interests of directors, share plan participants, or shareholders with irrevocable undertakings require separate class meetings

Ratio Decidendi

There are no material differences in the rights or treatment of ordinary shareholders, including directors, share plan participants, or those with irrevocable undertakings, to justify more than one class meeting for the scheme of arrangement.

Court Disposition

Application granted

Orders

  • Single Court Meeting of ordinary shareholders to be convened on 19 March 2026, with virtual attendance permitted.
  • Approval of shareholder circular and proxy forms.