Representation by George Topco Limited [2012] JRC 059 (16 March 2012)

Representation by George Topco Limited [2012] JRC 059 (16 March 2012)

The scheme of arrangement meets all statutory requirements, was unanimously approved by the relevant class of shareholders, and the minor changes post-meeting are immaterial and would not have affected the outcome. The court therefore sanctions the scheme and the associated reduction of share capital.

Citation
[2012] JRC 059
Parties
Applicant: George Topco Limited; Purchaser: Redtop Acquisitions Limited
Jurisdiction
Jersey
Judgment Date
16 March 2012
Procedural Posture
Scheme of Arrangement Approval / Final Court Approval After Shareholder Meeting
Outcome
scheme of arrangement approved
Legal Topics
Scheme of Arrangement, Shareholder Rights, Reduction of Share Capital
Company Law Scheme of Arrangement Shareholder Rights Reduction of Share Capital

Case Brief

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Parties

George Topco Limited

Applicant

Redtop Acquisitions Limited

Purchaser

Procedural Posture

Scheme of Arrangement Approval / Final Court Approval After Shareholder Meeting

Legal Issues

  1. 1 Whether the statutory requirements for approval of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 have been met
  2. 2 Whether the class of shareholders was fairly represented and not coerced
  3. 3 Whether the scheme is reasonable for shareholders to approve

Ratio Decidendi

The scheme of arrangement meets all statutory requirements, was unanimously approved by the relevant class of shareholders, and the minor changes post-meeting are immaterial and would not have affected the outcome. The court therefore sanctions the scheme and the associated reduction of share capital.

Court Disposition

scheme of arrangement approved

Orders

  • Scheme of arrangement between George Topco Limited and certain shareholders is sanctioned.
  • Associated reduction of share capital is approved.