Augmentum Fintech Plc, Re

On an application to sanction a scheme of arrangement under Part 26 of the Companies Act 2006, the court must be satisfied that the statutory requirements have been met, the scheme class has been fairly represented, the statutory majority has acted bona fide without coercing the minority, an intelligent and honest member of the class might reasonably approve the scheme, and there is no blot on it. The court is not a rubber stamp, but should generally be slow to differ from the commercial judgment of the properly informed majority where those requirements are satisfied.

Augmentum Fintech plc applied for sanction of a scheme of arrangement under Part 26 of the Companies Act 2006. The scheme provided for the acquisition of the company by Frontier Bidco Limited and cash consideration of 111 pence per scheme share.

Permission to convene a single court meeting had been granted by ICC Judge Prentis on 18 March 2026. The meeting was held on 15 April 2026, and the scheme was approved by the requisite majorities in number and value. The central issue was whether the court should exercise its discretion to sanction the scheme.

1. The scheme was sanctioned. The court was satisfied that it had jurisdiction and that the statutory provisions and the directions made for convening and holding the court meeting had been complied with.
2. The court applied the four requirements identified by Morgan J in Re TDG Plc: compliance with the statutory provisions; fair representation of the relevant class and bona fide conduct by the statutory majority without coercion of the minority; whether an intelligent and honest member of the class, acting in their own interests, might reasonably approve the scheme; and whether there was any blot on the scheme.
3. The scheme shareholders were fairly represented at the meeting. The requisite majority had acted bona fide, and there was no evidence of coercion or the promotion of interests adverse to the class.
4. An intelligent and honest scheme shareholder might reasonably approve the scheme. Relevant considerations included the unanimous recommendation of the directors, the proper explanation of the scheme in the relevant documents, approval by the shareholders, and the significant premium to the pre-announcement trading price.
5. No blot on the scheme was identified. Although the court must not act as a rubber stamp, satisfaction of the relevant requirements warrants reluctance to differ from the commercial judgment of the majority.

The scheme was accordingly sanctioned.