Statpro Group Plc, Re

A scheme of arrangement may be sanctioned where the statutory jurisdictional requirements have been satisfied and the court is satisfied that the scheme is fair and proper. The scheme must involve sufficient give and take to constitute a compromise or arrangement. The requisite statutory majority, properly constituted meeting and adequate notice and explanatory material are essential. On sanction, the court must consider compliance with the statute, fair representation and the absence of coercion, whether an intelligent and honest member could reasonably approve the scheme, and whether any technical or legal blot justifies refusing approval.

Statpro Group plc applied under Part 26 of the Companies Act 2006 for sanction of a transfer scheme. The scheme provided for the transfer of shares to Ceres Bidco Limited in return for cash consideration. The court-ordered meeting of scheme shareholders approved the scheme by the statutory majority. The central issues were whether the jurisdictional requirements had been met and whether the court should exercise its discretion to sanction the scheme.

1. The court held that the arrangement constituted a compromise or arrangement under section 895(1) of the Companies Act 2006. The transfer of shares and termination of membership in return for cash consideration involved the necessary element of give and take.
2. The statutory approval requirement under section 899(1) was satisfied. The scheme was approved by the requisite majority in number representing at least 75 per cent in value of those attending the meeting.
3. The meeting had been properly convened under section 896(1). It was appropriately constituted, proper notice had been given, and the explanatory statement adequately explained the scheme and relevant interests.
4. Applying the four matters identified in Re TDG Plc [2009] 1 BCLC 445, the court was satisfied that the statutory provisions had been complied with; the class was fairly represented by a bona fide majority without coercion; an intelligent and honest member could reasonably approve the scheme; and there was no technical or legal blot justifying refusal of sanction.
5. The scheme was accordingly approved and the order sought was made.