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Orders granted in connection with the intented acquisition of a company

By: James Cross BL

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High Court grants orders in connection with the intended acquisition of a company by the CGI Group Holdings Europe Ltd, including an order sanctioning a scheme of arrangement between the company and its shareholders and an order confirming the reduction of capital which was approved by special resolution of the members of the company.

Commercial court – company seeking various orders in connection with the intended acquisition of the Company by the CGI Group Holdings Europe Ltd – judgment delayed until after the UK general election – seeking orders sanctioning a scheme of arrangement between the Company and its shareholders – date fixed for hearing - statutory requirements – must be a “special majority” - notice of the passing of the resolution at the scheme meeting and that an application will be made to the court in relation to the scheme must be advertised - scheme must be sanctioned by the court – the test – court satisfied that test satisfied - fact that the directors had given an irrevocable undertaking to vote in favour of the Scheme did not require them to be constituted and treated as a different and separate class from the other scheme shareholders - seeking order confirming the reduction of capital which was approved by special resolution of the members of the Company – the test - satisfied that there is no requirement for the court to settle a list of creditors – orders sought 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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