Representation of Vallar Plc [2011] JRC 125 (27 June 2011)

Representation of Vallar Plc [2011] JRC 125 (27 June 2011)

The scheme of arrangement and capital reduction satisfy all statutory and equitable requirements; shareholders were properly notified and represented, the majority acted in good faith, and no prejudice to creditors or minority shareholders exists. The court sanctions the scheme and approves the reduction of capital.

Citation
[2011] JRC 125
Parties
Applicant: Vallar Plc; Related Party: Bumi Plc; Shareholder: Steven Shapiro
Jurisdiction
Jersey
Judgment Date
27 June 2011
Procedural Posture
Scheme of Arrangement and Capital Reduction / Final Approval Hearing
Outcome
scheme of arrangement sanctioned; reduction of capital approved
Legal Topics
Scheme of Arrangement, Capital Reduction, Shareholder Rights, Securities Law
Company Law Scheme of Arrangement Capital Reduction Shareholder Rights Securities Law

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Parties

Vallar Plc

Applicant

Bumi Plc

Related Party

Steven Shapiro

Shareholder

Procedural Posture

Scheme of Arrangement and Capital Reduction / Final Approval Hearing

Legal Issues

  1. 1 Whether the scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 should be sanctioned
  2. 2 Whether the reduction of capital under Article 63 of the Companies (Jersey) Law 1991 should be approved
  3. 3 Whether US securities law requirements are satisfied for the share exchange

Ratio Decidendi

The scheme of arrangement and capital reduction satisfy all statutory and equitable requirements; shareholders were properly notified and represented, the majority acted in good faith, and no prejudice to creditors or minority shareholders exists. The court sanctions the scheme and approves the reduction of capital.

Court Disposition

scheme of arrangement sanctioned; reduction of capital approved

Orders

  • Order made in terms of draft with minor modifications as per oral submissions