In the matter of Polyus Gold International Limited [2011] JRC 230 (06 December 2011)

In the matter of Polyus Gold International Limited [2011] JRC 230 (06 December 2011)

A single meeting of shareholders is sufficient as GDR holders can instruct the depositary; Articles 62(3) to 62(5) of the Companies (Jersey) Law 1991 need not apply to the capital reduction as it is technical and does not prejudice creditors.

Source-derived case information.

Citation
[2011] JRC 230
Parties
Applicant: Polyus Gold International Limited; Shareholder: Jenington International Inc
Jurisdiction
Jersey
Judgment Date
06 December 2011
Procedural Posture
Scheme of Arrangement Application / First Stage (order Convening Meeting) and Partial Fourth Stage (capital Reduction Order)
Outcome
orders granted as sought
Legal Topics
Scheme of Arrangement, Shareholder Meetings, Capital Reduction, Global Depositary Receipts, Notice Requirements
Company Law Corporate Restructuring Scheme of Arrangement Shareholder Meetings Capital Reduction Global Depositary Receipts Notice Requirements

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Parties

Polyus Gold International Limited

Applicant

Jenington International Inc

Shareholder

Procedural Posture

Scheme of Arrangement Application / First Stage (order Convening Meeting) and Partial Fourth Stage (capital Reduction Order)

Legal Issues

  1. 1 Whether a single meeting of shareholders is sufficient for the scheme of arrangement
  2. 2 Whether GDR holders require a separate meeting or notice
  3. 3 Whether the scheme prejudices creditors

Ratio Decidendi

A single meeting of shareholders is sufficient as GDR holders can instruct the depositary; Articles 62(3) to 62(5) of the Companies (Jersey) Law 1991 need not apply to the capital reduction as it is technical and does not prejudice creditors.

Court Disposition

orders granted as sought

Orders

  • Order convening a meeting of shareholders under Article 125(1) of Companies (Jersey) Law 1991
  • Order that Articles 62(3) to 62(5) of Companies (Jersey) Law 1991 do not apply to the capital reduction