On 27 March 2018 Barling J. sanctioned the acquisition of the entire issued ordinary share capital of Plant Impact Plc ("the Company") by Croda Europe Limited ("Croda"). The Company carries on business developing and supplying crop enhancement products.
Prior to the acquisition the Company's ordinary shares were listed on the AIM market.
The Company was advised by DLA Piper UK LLP. Andrew Thornton was scheme counsel.
The scheme was structured as a transfer scheme and provided for consideration of 10.57 pence in cash for each ordinary share in the Company acquired under the scheme. The consideration represented a premium of approximately 79% to the undisturbed price of the Company's shares and valued the Company's entire capital at approximately £10 million. The scheme was unanimously recommended by the directors of the Company who were advised by Peel Hunt LLP.
A single class meeting was ordered by ICC Judge Barber on the basis that the Scheme provided the same deal for all scheme shareholders, namely the acquisition of their shares by Croda in exchange for cash consideration.
Ahead of the shareholder meeting, Croda had obtained irrevocable undertakings over 35.1 % of the Company's share capital.
At the meeting, the members voting approved the Scheme by a majority of 87.3% in number and 99.3% in value. The turnout was 23% in number and 63% in value.
In sanctioning the Scheme, Barling J. confirmed he was satisfied that the test set out in Re TDG plc [2009] 1 BCLC 445 was satisfied in that:
(1) the provisions of the CA 2006 had been complied with;
(2) the court was satisfied that the voting shareholders fairly represented the Scheme Shareholders and there was no evidence to suggest that they were acting other than bona fide when approving the Scheme;
(3) the Scheme was one that an intelligent and honest person, a member of the class concerned and acting in his own interest, might reasonably approve; and
(4) there was no blot on the Scheme.
All relevant transaction documents are available from www.fromcounsel.com