Representation of FRM Holdings Limited [2012] JRC 120 (18 June 2012)

Representation of FRM Holdings Limited [2012] JRC 120 (18 June 2012)

The rights of Non Loanholder Scheme Shareholders and Loanholder Scheme Shareholders under the proposed scheme are so dissimilar that they cannot consult together with a view to a common interest; therefore, separate meetings must be convened for each class.

Citation
[2012] JRC 120
Parties
Applicant: FRM Holdings Limited; Purchaser: RBH Holdings (Jersey) Limited; Shareholder/respondent: Sumitomo Mitsui Trust Bank Limited
Jurisdiction
Jersey
Judgment Date
18 June 2012
Procedural Posture
Scheme of Arrangement Under Article 125 of the Companies (jersey) Law 1991 / Application for Order Convening Class Meetings
Outcome
Order granted
Legal Topics
Schemes of Arrangement, Class Meetings, Shareholder Rights, Acquisition of Shares
Company Law Corporate Restructuring Schemes of Arrangement Class Meetings Shareholder Rights Acquisition of Shares

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Parties

FRM Holdings Limited

Applicant

RBH Holdings (Jersey) Limited

Purchaser

Sumitomo Mitsui Trust Bank Limited

Shareholder/respondent

Procedural Posture

Scheme of Arrangement Under Article 125 of the Companies (jersey) Law 1991 / Application for Order Convening Class Meetings

Legal Issues

  1. 1 Whether separate class meetings should be convened for different groups of shareholders under a scheme of arrangement
  2. 2 How to determine class composition based on similarity or dissimilarity of rights under the scheme

Ratio Decidendi

The rights of Non Loanholder Scheme Shareholders and Loanholder Scheme Shareholders under the proposed scheme are so dissimilar that they cannot consult together with a view to a common interest; therefore, separate meetings must be convened for each class.

Court Disposition

Order granted

Orders

  • Meeting of Loanholder Scheme Shareholders to be convened
  • Separate meeting of Non Loanholder Scheme Shareholders to be convened