On 17 April 2018 Fancourt J. sanctioned the acquisition of the entire issued share capital of Stadium Group Plc ("the Company") by TT Electronics Plc ("TT").
Prior to the acquisition the Company's shares were listed on the AIM market. TT's shares on listed on the main market of the London Stock Exchange. The Company was advised by Pinsent Masons LLP and TT by Allen and Overy LLP. Andrew Thornton was scheme counsel.
The scheme was structured as a transfer scheme and provided for consideration of 120 pence in cash for each ordinary share in the Company acquired under the scheme. The consideration represented a premium of 43.7% to the undisturbed price of the Company's shares and valued the Company's entire capital at just under £46 million. The scheme was unanimously recommended by the directors of the Company who were advised by NPlus1 Singer Advisory LLP.
Ahead of the shareholder meeting, TT had obtained irrevocable undertakings over 25.2% of the Company's share capital. At the meeting, the members voting approved the Scheme by a majority of 93.2% in number and 99.9% in value. The turnout was 16.46% in number and 55.82% in value. A single class meeting was ordered by ICC Judge Jones on the basis that the Scheme provided the same deal for all scheme shareholders, namely the acquisition of their shares by TT in exchange for cash consideration.
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.