UK Public M&A Update — H1 20202 Sep 2020 14:28
https://www.jdsupra.com/legalnews/uk-public-m-a-update-h1-2020-13633/
"Re Sirius Minerals plc
In January 2020, mining giant Anglo American plc announced a recommended cash offer for Sirius Minerals plc (Sirius) to be implemented by way of a scheme of arrangement. A significant number of investors held their shares via one or more nominees, meaning that these investors only held a beneficial interest in Sirius while their nominee held full legal title to the shares. Following a meeting of shareholders convened in order to approve the scheme — in which the voting thresholds were only narrowly met — the High Court had to decide whether to sanction the scheme in light of objections raised from a number of Sirius’ beneficial owners. These beneficial owners alleged that the votes cast at the shareholder meeting did not represent their views, particularly given that most nominees had not contacted the beneficial owners to inform them of the offer.
Nonetheless, the court sanctioned the scheme and reaffirmed that the votes and rights of registered members holding legal title to a target’s shares ultimately count, as opposed to those of any beneficial owners. The court ruled that all relevant legal requirements had been satisfied (beneficial owners do not constitute “members” for the purposes of the Companies Act 2006), that Sirius had been under no legal obligation to reach out to the beneficial owners and that, even if they had been obliged, there was no way of confirming how the beneficial owners would have instructed their nominees to vote."
NO to the little people - No to unco££uptable !!!!
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