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Court sanctions scheme of arrangement between a company and relevant shareholders

By: Colm Scott Byrne BL

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High Court: (i) sanctions the scheme of arrangement between a company and the relevant shareholders, on the ground that the the requirements for such sanction been fulfilled by the company and that the scheme was fair and equitable; and (ii) confirms the special resolution approving the reduction of capital passed at the extraordinary general meeting of the company on 14 October 2019 on the grounds that: (a) the company satisfied the six required factors necessary prior to the application; (b) the proposed reduction of capital did not involve either, the diminution of liability in respect of unpaid company capital or the payment to any shareholder of any paid-up company capital and (c) the company satisfied the requirements of the legislation.

Company law - Commercial Court - application by a company pursuant to the Companies Act, 2014 (the “2014 Act”) for: a) the sanctioning of a proposed scheme of arrangement between it and holders of certain shares in the company under Part 9, Chapter 1 of the 2014 Act and (b) confirming a special resolution approving a reduction of the capital of the company by cancelling and extinguishing certain of its shares under s. 85(1) of the 2014 Act - the application arose in the context of an acquisition of the company’s share capital by another company - whether the Court should approve the scheme pursuant to s. 453(2) of the 2014 Act - whether the Company satisfied all 5 elements of the test - whether it was appropriate to confirm the special resolution approving the reduction of capital sought by the Company and to make the other orders sought, consequential upon that confirmation - application granted.

Note: This is intended to be a fair and accurate report of a decision made public by a court of law. Any errors should be notified to the editor and will be dealt with accordingly.

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