Lightsource BP Renewable Energy Investments Holdings Ltd (Re The Companies Act 2006)
[2024] EWHC 2648 (Ch)
Ten Entertainment Group PLC, Re
19 January 2024
[2024] EWHC 946 (Ch)
High Court
A company wanted to be bought. Shareholders voted overwhelmingly to accept a good deal. The judge checked everything was done fairly and legally, and approved the sale.
Key Facts
- •Ten Entertainment Group PLC (the Company) sought court sanction for a scheme of arrangement under Part 26 of the Companies Act 2006.
- •The scheme allows Neon Buyer Limited (Bidco), a company established by Trive Partners LP, to acquire all the Company's ordinary shares.
- •Shareholders receive 412.5 pence in cash per share, representing a 33.1% premium on the share price before the acquisition announcement.
- •The scheme was unanimously recommended by the Company's directors and approved by shareholders with a 99.97% majority in value.
- •The court considered the four factors outlined in Re TDG PLC [2009] 1 BCLC 445 for sanctioning schemes of arrangement.
Legal Principles
Four factors to consider when sanctioning a scheme of arrangement: statutory compliance, fair representation, reasonable approval by an intelligent and honest member, and absence of blots.
Re TDG PLC [2009] 1 BCLC 445
Treatment of shareholders voting both for and against a scheme in determining the majority in number.
Re Equitable Life Assurance Society (No. 1) [2002] BCC 319 and Re Cardtronics PLC [2021] EWHC 1617 (Ch)
Irrevocable undertakings and letters of intent from shareholders do not automatically create class issues if no additional consideration is provided.
Re Telewest Communications plc (No. 1) [2004] EWHC 924 (Ch)
Outcomes
The court sanctioned the scheme of arrangement.
The court found that all four factors in Re TDG PLC were satisfied. Statutory requirements were met, there was fair representation, the scheme was reasonably approvable, and there were no blots.