Representation of CPA [2010] JRC 011 (25 January 2010)

Representation of CPA [2010] JRC 011 (25 January 2010)

The scheme of arrangement and capital reduction do not prejudice creditors and voting should reflect the wishes of beneficial owners; annuitants must be notified and given the right to be heard.

Citation
[2010] JRC 011
Parties
Company: Computer Patent Annuities Holdings Limited; Bidder: George Topco Limited; Ultimate Owner of Bidder: Intermediate Capital Group Plc
Jurisdiction
Jersey
Judgment Date
25 January 2010
Procedural Posture
Scheme of Arrangement Under Companies (jersey) Law 1991 / Court Convened Shareholder Meeting and Directions Order
Outcome
Directions given for shareholder meeting and notification to annuitants; preferred voting method approved.
Legal Topics
Scheme of Arrangement, Capital Reduction, Shareholder Voting, Creditor Protection
Company Law Corporate Finance Scheme of Arrangement Capital Reduction Shareholder Voting Creditor Protection

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Parties

Computer Patent Annuities Holdings Limited

Company

George Topco Limited

Bidder

Intermediate Capital Group Plc

Ultimate Owner of Bidder

Procedural Posture

Scheme of Arrangement Under Companies (jersey) Law 1991 / Court Convened Shareholder Meeting and Directions Order

Legal Issues

  1. 1 Whether the scheme of arrangement and associated capital reduction should be approved
  2. 2 Whether notification to creditors is required
  3. 3 How votes of nominee shareholders should be counted

Ratio Decidendi

The scheme of arrangement and capital reduction do not prejudice creditors and voting should reflect the wishes of beneficial owners; annuitants must be notified and given the right to be heard.

Court Disposition

Directions given for shareholder meeting and notification to annuitants; preferred voting method approved.

Orders

  • Scheme shareholders to be notified and voting to reflect beneficial owners' instructions.
  • Annuitants to be informed and given right to be heard at sanction hearing.