On 7 March 2018 Fancourt J. sanctioned the acquisition of the entire issued ordinary share capital of Style & Wood Group Plc ("the Company") by Central Square Holdings Limited ("Central Square").
Prior to the acquisition the Company's ordinary shares were listed on the AIM market. It had four further classes of unlisted shares (preference shares, hurdle shares, deferred ordinary shares and deferred shares),which were acquired by Central Square by way of an agreement taking effect at the same time as the Scheme.
Central Square was wholly owned by an investment vehicle controlled by Steve Parkin, the founder of Clipper Logistics Plc.
The Company was advised by Hill Dickinson. Andrew Thornton was scheme counsel.
The scheme was structured as a transfer scheme and provided for consideration of 465 pence in cash for each ordinary share in the Company acquired under the scheme. The consideration represented a premium to the undisturbed price of the Company's shares and valued the Company's entire capital at approximately £42.5 million. The scheme was unanimously recommended by the directors of the Company who were advised by Shore Capital and Corporate Limited.
A single class meeting was ordered by Deputy ICC Judge Jones on the basis (1) that the Scheme provided the same deal for all scheme shareholders, namely the acquisition of their shares by Central Square in exchange for cash consideration and (2) certain members of the management team who were incentivised to stay with the business post-deal provided separate consents to the Scheme outside the class meeting. In addition, the arrangements with management were subject to shareholder approval at the general meeting convened to be held immediately immediately following the court meeting.
Ahead of the shareholder meeting, Central Square had obtained irrevocable undertakings over 61.02 % of the Company's share capital.
At the meeting, the members voting approved the Scheme by a majority of 96.5% in number and 99.9% in value. The turnout was 10.07% in number and 70.21% in value.
In sanctioning the Scheme, Fancourt 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