Representation_of_Heritage_Oil_Plc [2014] JRC 175 (17 September 2014)

Representation_of_Heritage_Oil_Plc [2014] JRC 175 (17 September 2014)

The scheme was sanctioned because statutory requirements were met, the class of scheme shareholders was fairly represented, there was no evidence of wrongdoing or coercion, and the arrangement was one which an intelligent and honest shareholder might reasonably approve. Objections raised were unsupported by evidence and related to nominee arrangements outside the company's control.

Citation
[2014] JRC 175
Parties
Representor: Heritage Oil; Interested Party: Anthony Buckingham; Interested Party: Albion Energy Limited; Acquirer: Bidco; Parent of Acquirer: Al Mirqab; Objector: Ken James; Objector: Richard Marcuse
Jurisdiction
Jersey
Judgment Date
17 September 2014
Procedural Posture
Scheme of Arrangement / Court Sanction of Scheme
Outcome
scheme sanctioned
Legal Topics
Scheme of Arrangement, Shareholder Rights, Takeovers, Court Sanction, Minority Protection
Company Law Corporate Finance Scheme of Arrangement Shareholder Rights Takeovers Court Sanction Minority Protection

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Parties

Heritage Oil

Representor

Anthony Buckingham

Interested Party

Albion Energy Limited

Interested Party

Bidco

Acquirer

Al Mirqab

Parent of Acquirer

Ken James

Objector

Richard Marcuse

Objector

Procedural Posture

Scheme of Arrangement / Court Sanction of Scheme

Legal Issues

  1. 1 Whether the scheme of arrangement should be sanctioned under Article 125 of the Companies (Jersey) Law 1991
  2. 2 Whether the statutory requirements and procedural fairness were met
  3. 3 Whether objections by shareholders or beneficial owners justify refusal or delay of sanction

Ratio Decidendi

The scheme was sanctioned because statutory requirements were met, the class of scheme shareholders was fairly represented, there was no evidence of wrongdoing or coercion, and the arrangement was one which an intelligent and honest shareholder might reasonably approve. Objections raised were unsupported by evidence and related to nominee arrangements outside the company's control.

Court Disposition

scheme sanctioned

Orders

  • The scheme of arrangement is sanctioned under Article 125 of the Companies (Jersey) Law 1991.