Ex parte CWS Investment Limited & Ors (XP 72/2020) [2020] SCSC 540 (7 July 2020)

Ex parte CWS Investment Limited & Ors (XP 72/2020) [2020] SCSC 540 (7 July 2020)

The court approved the amalgamation as all statutory requirements under sections 196–198 of the Companies Act (Cap 40) were satisfied, including the transfer of assets, liabilities, and shares, and the continuation of security interests for the benefit of the lender.

Citation
[2020] SCSC 540
Parties
1st Petitioner: CWS Investment Limited; 2nd Petitioner: SWC Limited; 3rd Petitioner: Cable & Wireless (Seychelles) Limited
Court
Supreme Court
Jurisdiction
Seychelles
Judgment Date
7 July 2020
Case Number
XP 72/2020
Procedural Posture
Company Amalgamation Petition / Final Order
Outcome
Petition allowed; amalgamation approved
Legal Topics
Amalgamation, Transfer of Assets, Dissolution Without Winding Up
Source Language
English
Company Law Amalgamation Transfer of Assets Dissolution Without Winding Up

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Parties

CWS Investment Limited

1st Petitioner

SWC Limited

2nd Petitioner

Cable & Wireless (Seychelles) Limited

3rd Petitioner

Procedural Posture

Company Amalgamation Petition / Final Order

Legal Issues

  1. 1 Whether the amalgamation of CWS Investment Limited into Cable & Wireless (Seychelles) Limited should be approved under the Companies Act (Cap 40)
  2. 2 Whether the transfer of assets, liabilities, and shares complies with statutory requirements

Ratio Decidendi

The court approved the amalgamation as all statutory requirements under sections 196–198 of the Companies Act (Cap 40) were satisfied, including the transfer of assets, liabilities, and shares, and the continuation of security interests for the benefit of the lender.

Court Disposition

Petition allowed; amalgamation approved

Orders

  • Amalgamation and transfer of business of CWS Investment Limited into Cable & Wireless (Seychelles) Limited approved
  • All assets and liabilities of CWS Investment Limited transferred to Cable & Wireless (Seychelles) Limited