RE: The game is NOT over...24 Dec 2025 16:42
"Part 26 of the UK's Companies Act 2006 governs Schemes of Arrangement, a court-sanctioned process for companies to agree binding compromises or reorganisations with their (creditors or) members (inter alia).... to agree mergers, or demergers, requiring court approval to call meetings and sanction the final deal after at least 75% approval by value from each voting class.
Key Features of Part 26 Schemes
Flexibility: Allows for broad compromises, including debt-for-equity swaps, capital reductions, or mergers, without needing 100% agreement from all parties.
Court-Driven: Involves two court hearings: one to approve convening meetings (the "convening hearing") and another to sanction the approved scheme (the "sanction hearing").
Approval Threshold: Requires approval from at least 75% in value (plus a majority in number) of each class of members or creditors voting at the meeting.
Fairness: The court reviews the fairness of the arrangement at the sanction hearing, ensuring appropriate class composition and no unfair prejudice.
Process Overview
Court Application: Company applies to the court for an order to convene meetings.
Information Provision: Explanatory statements detailing the scheme are circulated to stakeholders.
Meetings & Voting: Creditors/members vote in separate classes; needs 75% in value (and majority in number) approval.