Representation of Beazley Plc [2016] JRC 109 (24 June 2016)

Representation of Beazley Plc [2016] JRC 109 (24 June 2016)

The Scheme and reduction of capital meet all statutory and fairness requirements: statutory procedures were followed, shareholders were fairly represented and acted bona fide, and the arrangement is one that an intelligent and honest shareholder might reasonably approve. The reduction of capital is properly explained, equitable, and does not prejudice creditors.

Citation
[2016] JRC 109
Parties
Applicant: Beazley Plc; Respondent: Scheme shareholders
Jurisdiction
Jersey
Judgment Date
24 June 2016
Procedural Posture
Scheme of Arrangement and Capital Reduction / Sanction Hearing After Shareholder Meeting
Outcome
Scheme of Arrangement sanctioned and reduction of capital confirmed.
Legal Topics
Scheme of Arrangement, Capital Reduction, Shareholder Rights, Corporate Restructuring
Corporate Law Company Law Scheme of Arrangement Capital Reduction Shareholder Rights Corporate Restructuring

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Parties

Beazley Plc

Applicant

Scheme shareholders

Respondent

Procedural Posture

Scheme of Arrangement and Capital Reduction / Sanction Hearing After Shareholder Meeting

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 associated reduction of capital should be confirmed

Ratio Decidendi

The Scheme and reduction of capital meet all statutory and fairness requirements: statutory procedures were followed, shareholders were fairly represented and acted bona fide, and the arrangement is one that an intelligent and honest shareholder might reasonably approve. The reduction of capital is properly explained, equitable, and does not prejudice creditors.

Court Disposition

Scheme of Arrangement sanctioned and reduction of capital confirmed.

Orders

  • Scheme of Arrangement between Beazley Plc and its shareholders is sanctioned.
  • Reduction of capital of Beazley Plc is confirmed.