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Corporate Restructuring and Takeovers, Re National Farmers Union…

- - - - The s.110 scheme must be sanctioned with the method of sanction depending upon the type of voluntarily winding up
        
        Members voluntary winding up
        
        The scheme is sanctioned by passing a special resolution that confers authority upon the liquidator to proceed with the scheme
        
        Creditors voluntary winding up
        
        The scheme is sanctioned by the court or the liquidation committee
        
        Once the scheme has been sanctioned it will be put into effect and will bind the members of the transferor company as well as creditors
        
        The transferor company will be liquidated and all or part of its business transferred to another company. In return for the transfer, the members of the transferor company will usually receive shares in the company to which the business has been transferred
  - - - Abstain from carrying out the reconstruction
      - Purchase the dissenting members shares at a price to be determined by arbitration or agreement
- - - - The first stage involves an application being made to the court, if the application is successful, the court will order that meetings be summoned of the relevant creditors or members who are affected by the proposed scheme
      - This application can be made by
        
        The company
        
        Any creditor or member of the company
        
        The liquidator if the company is in liquidation
        
        The administrator if the company is in administration
      - The application will need to identify which members and/or creditors will be affected by the scheme. If the application gets this wrong, then the court will refuse to sanction the scheme in stage three
    - - Stage two involves holding meetings of affected creditors and members to determine if the scheme is to be approved
      - The affected creditors/members must be provided with notice of the meetings with the stage one court order setting out the notice requirements for those meetings. Notice must contain an explanatory statement that
        
        Explains the effect of the compromise or arrangement
        
        States any material interests of the directors of the company and the effect on those of the compromise or arrangement
      - The meetings will be held to determine if the scheme is approved. Separate meetings must be held for each class of member and creditor affected. Every meeting must approve the scheme in order for it to proceed to stage 3. Approvall will be obtained if 2 conditions are satisfied
        
        A majority in number of persons present and voting at the meeting vote in favour
        
        At least 75% in value of the persons present and voting vote in favour
    - - If all the meetings approve the schene, it can move onto stage 3 which involves an application being made to the court to sanction the scheme
      - The courts will
        
        Determine whether the stage 2 meeting or meetings were summoned and conducted in accordance with the stage 1 order
        
        Determine whether the proposed scheme was approved by the requisite majorities at stage 2
        
        Consider whether the views and interests of those who did not approve the proposal at stage 2 should receive impartial consideration
- - - - It must make rules giving effect to certain provisions of the Takeover Directive
      - The Takeover Panel may give rulings on the interpretation, application or effect of the City Code. These rulings are binding. A ruling will first be provided by the Panel Executive and this ruling can be reviewed by the Hearings Committee or by judicial review. Decisions of the Hearings Committee can be appealed to the Takeover Appeal Board
      - The Takeover Panel may provide directions in order
        
        To restrain a person from acting or continuing to act in breach of the City Code
        
        To restrain a person from doing or continuing to do a particular thing, pending determnination of whether that or any other conduct of his is or would be a breach of the City Code
        
        Otherwise to secure compliance with the City Code
  - - - To all offers for shares in companies which
        
        Have their registered offices in the UK
        
        Have any securities that are admitted to trading on an regulated market in the UK
      - To all offers for shares in public or private companies which have their RO in the UK and their place of central management and control is in the UK
  - - - In the circumstances set out by the rule
      - In other circumstances where the Panel considers that the particular rule would operate unduly harshly in an unnecessarily restrictive or burdensome or otherwise inappropriate manner
  - - - Issuing a public or private statement censuring the offender
      - Reporting the offenders conduct to a UK or overseas regulator and that regulator or body can then decide whether to take action against the offence
      - Publishing a statement indicating that the offender is not someone who is likely to comply with the Code
  - - - Where the offeror notifies the offers board that it has a firm intention to make an offer
      - Where the offeror acquires sufficient shares to trigger the mandatory offer rules
      - Where the offerree is subject to rumour and speculation or there is untoward movement in its share price
    - - Announce a firm intention to make an offer
      - Announce that it does not intend to make an offer. If it announces that it does not intend to make an offer then it may not make an offer within a 6 month period following the announcment
  - - - By requiring the offeror to make a mandatory offer in certain cases
      - By giving shareholders sell out rights
  - - - A person acquires an interest in shares that carry more than 30% of voting rights
      - A person is interested in shares which between 30% and 50% of the company's voting rights and that persons acquires an interest in any other shares that increases the percentage of shares carrying voting rights in which they are interested
  - - - The shareholder has not accepted the takeover offer
      - The offer period has not expired
      - The offeror has by virtue of acceptances of the offer acquired to acquire some of the shares to which the offer relates
      - Those shares amount to not less than 90% in value of the voting shares in the company and carry not less than 90% of the voting rights
  - - - not less than 90% in value of the shares to which the offer relates
      - In a case where the shares to which the offer relates are voting shares, not less than 90% of the voting rights carried by those shares