In the matter of E D & F Management Investments Ltd [2011] JRC 161 (18 August 2011)

In the matter of E D & F Management Investments Ltd [2011] JRC 161 (18 August 2011)

The Court confirmed the reduction of the share premium account to nil and credited the amount to the profit and loss account, as the reduction was for a proper purpose, did not prejudice creditors, and was in the interests of the sole shareholder. The statutory requirements were satisfied and the reduction was permissible under Article 63 of the Companies (Jersey) Law 1991.

Citation
[2011] JRC 161
Parties
Representor: [Name Redacted] (the Representor); Shareholder: Man Group UK Limited; Creditor: Bedell Cristin
Jurisdiction
Jersey
Judgment Date
18 August 2011
Procedural Posture
Company Law Representation / Application for Confirmation of Capital Reduction
Outcome
application granted
Legal Topics
Reduction of Share Premium Account, Dividend Payments, Capital Maintenance, Tax Efficiency
Company Law Reduction of Share Premium Account Dividend Payments Capital Maintenance Tax Efficiency

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Parties

[Name Redacted] (the Representor)

Representor

Man Group UK Limited

Shareholder

Bedell Cristin

Creditor

Procedural Posture

Company Law Representation / Application for Confirmation of Capital Reduction

Legal Issues

  1. 1 Whether the Representor may reduce its share premium account to nil and credit the amount to its profit and loss account under Article 63 of the Companies (Jersey) Law 1991
  2. 2 Whether such reduction is in the interests of shareholders and creditors
  3. 3 Whether the reduction is permissible given the nature of the losses and the applicable statutory provisions

Ratio Decidendi

The Court confirmed the reduction of the share premium account to nil and credited the amount to the profit and loss account, as the reduction was for a proper purpose, did not prejudice creditors, and was in the interests of the sole shareholder. The statutory requirements were satisfied and the reduction was permissible under Article 63 of the Companies (Jersey) Law 1991.

Court Disposition

application granted

Orders

  • Reduction of share premium account from US$1,824,254,607.54 to nil confirmed.
  • Profit and loss account to be credited with the amount of capital so reduced.