On the other hand, a restraining order could frustr… Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (the Act), the scheme of arrangement between the plaintiff and its members set out in Annexure C of Exhibit A1 (the Scheme) be approved. Published: Mar 13, 2017 Updated: June 3, 2019 by Tan Poh Yee The amendments to the Companies Act 2016 exemplify the Government's efforts towards promotion of effective ways of doing business in Malaysia. GHCL Limited ('Demerged Company' or 'GHCL') is a public limited company incorporated under the Companies Act, 1956, and having its registered office at GHCL House, Opposite Punjabi Hall, Navrangpura, Ahmedabad, Gujarat-380009. SCHEME OF ARRANGEMENT BETWEEN KHODAY INDIA LIMITED AND ITS SHAREHOLDERS This Scheme of Arrangement is presented under Sections 391 to 393 read with Sections 100 to 104 of the Companies Act: 1956 ("The Act") for paying off the equity share capital held by the shareholders other than the promoters/promoter group by reduction endstream endobj 155 0 obj <>stream 3. This Composite Scheme of Arrangement and Amalgamation (“Scheme”) is presented pursuant to the provisions of Section 230 to 232 and other relevant provisions of the Companies Act, 2013, as may be applicable, and also read with Sections 2(19AA), 2(1B), Section 2(42C) and other relevant provisions of the Income-Tax Act, 1961, as The Bermuda Scheme of Arrangement A Bermuda scheme of arrangement is a court-approved compromise or arrangement between a company and its creditors (or classes A composite scheme of amalgamation and arrangement was proposed among Vodafone Mobile Services Limited and Vodafone India Limited and the Transferor Company (“composite scheme”). Also, because schemes derive their effectiveness from a court sanc-tion, parties generally accept them as particularly binding and feel less inclined to renege from the sanctioned commitments. Footnotes: [1] “affects the voting rights”, in respect of an arrangement or amalgamation, means an arrangement or amalgamation that involves a change in the relative percentage of voting rights held or controlled by one or more shareholders. The scheme document is circulated, together with an explanatory statement. THE AUSTRALIAN SCHEME 15 3. SCHEME CREDITORS (as defined in the schemes of arrangement) 112777196_31 1 CONTENTS A. 69 0 obj <> endobj Schemes of arrangement are becoming increasingly more popular in recent years as the preferred way in which 'takeovers' of Australian listed companies are effected.A scheme of arrangement is 2 Scheme of Arrangement: An English Law Cram Down Procedure • One of the advantages of a scheme of arrangement is its flexibility. „ u?½JU8¤’ |¬žK°ÂFå°EÁ¸«$ÓAq.„×Kq…/:V›fÛ@å0”Ýÿt.Êݤä>%×ÌX¯³Ì“èk’T°"××]ogüC¤ÜöÝzîɘ–¡ÉèÐRe¾m^¼%_I[ßWðÐn[š&‰kj ßÜǛiJɸEÆó³W~Ì£Ên‚ß?àN»ãD3VgªXN§×T¯/Ô2M~QÜÙÿœåç1£­É}Jy ©¯(»zÆÑ,GÝtÊ3Nœv ¹+»O)ÀÄ3=³–Ûw(Ùe,XL`ɐåp˜Y$²¤¾‚4ð/Ž2²ÿ fŠ›CôbÆ1‹Û4í Cƒnd|l*×~ k7%îzg¡ž.¿8ÙYA©(±¡©%=My¨›ao_ Mݺ~#EDð÷%‹êÀèÃô(šj¦H{PEæ/:¦†ªß>–]Û aå>à«¢c£y¢Ëû…£â:úfÞwyû±®—/@㒿 ¡—à! h�b```�nVS~�g`f`�s�`�[c���`��"���]CECGDx�!4� H�Q �u�X�����S-�RX��I00L.n\���rN_� ��� @=���(��O�0�� ��� øÜ3ˆÖ÷‡í¯üRê `̊j³ë[Ì~ :¶ wÿ›æ! Where the or Appendix of the Amendment Scheme is a reference to a Clause or Appendix of the First Scheme: “Amendment Scheme” means the schemes of arrangement in respect of the Scheme Companies which amend the terms of the First Scheme, in their present form subject to any modification, term or 1 What is a scheme? h�bbd``b`:$��� ��{�s"�UbM��@���C HpE�s��� Y�T"�3��` �� ) A scheme of arrangement is often preferable to a judicial management in various situations. arrangement to compromise creditors’ claims where the company in question is facing financial difficulty. This Scheme of Arrangement is presented under Sections 391 to 394 read with "Scheme" or "the Scheme" or "this Scheme" means this Scheme of Arrangement in its present form submitted to the NCLT or as the case may be this Scheme with such modification(s), if any made, as per Clause 16 of the Scheme; "Stock Exchanges" means BSE Limited and National Stock Exchange of India Limited, as may be applicable. Pursuant to section 411(12) of the Act, the plaintiff be exempt from compliance with section 411(11) of the Act in relation to the Scheme. 0 Malaysia’s scheme of arrangement framework allows for a restraining order to be granted. $O./– ™'àz8ÓW…Gбý x€¦ 0Y驾AîÁ@$/7zºÈ ü‹ÞHü¾eèéO§ƒÿOÒ¬T¾ È_ÄælN:KÄù"NʤŠí3"¦Æ$ŠF‰™/JPÄrbŽ[䥟}ÙQÌìd[ÄâœSÙÉl1÷ˆx{†#bÄGÄ\N¦ˆo‹X3I˜Ìñ[ql2‡™ Š$¶8¬x›ˆ˜Ätñr p¤¸/8æp²âC¹¤¤fó¹qñº.KnjmÍ {r2“8¡?“•Èä³é. A restraining order can be a crucial tool to allow the distressed applicant company to have a moratorium from creditors’ actions and to allow for a successful restructuring of the company’s debts through a scheme of arrangement. In other words, it is generally thought that it is not possible to conduct a hostile scheme. These include: 1. PREAMBLE TO THE SCHEME OF ARRANGEMENT Background and Rationale for the Scheme of Arrangement: 1. 1. LIQUIDATION, JUDICIAL MANAGEMENT & SCHEME OF ARRANGEMENT – PROCEDURE & PRACTICE CHANTAN LLC 2 • Section 210, Companies Act (Cap 50) provides for schemes of arrangement to be binding on creditors and members alike after the requisite approval by the specified majority and upon confirmation by the court. Schemes of arrangement (for companies) > A scheme of arrangement can be used only for a friendly acquisition of a company, and is frequently used to effect 100% acquisitions. 2 See separate summary of Bermuda’s ‘light-touch’ provisional liquidation procedure, available here. 84 0 obj <>/Filter/FlateDecode/ID[<015368B82399064D90DBF1061958C4DE><4BB29FD1D9D6104BB9A027433F9798E0>]/Index[69 33]/Info 68 0 R/Length 79/Prev 72617/Root 70 0 R/Size 102/Type/XRef/W[1 2 1]>>stream A scheme of arrangement is frequently used to implement a financial restructuring by varying or cramming in the rights of the relevant creditors and/or certified true copy for reliance industries limited Scheme of Arrangement (Under Section 539 of the Companies and Allied Matters Act Chapter C20 LFN 2004) Between Savannah Sugar Company Limited RC 8003 and The Holders of its Fully Paid Ordinary Shares of N1.00 Each Incorporating an Explanatory Statement on the Proposed Schemes of Arrangement This Scheme Document is dated May 29, 2020 restructuring by way of parallel schemes of arrangement in England and Bermuda. This article discusses the circumstances in which an offshore debtor, whose debts are for example governed by the laws of Hong Kong SAR, may consider to implement a parallel scheme of arrangement in its jurisdiction of a scheme of arrangement in order to avoid such taxes. 2. Parties proposing a scheme of arrangement under Pt 5.1 (proponents) must lodge the terms of the proposed scheme and the draft explanatory statement with us. The scheme meetings are then held, at which the requisite majorities must be achieved in each class. Amongst others, the amendment includes matters pertaining to scheme of arrangements and reconstructions of companies. As the scheme of arrangement procedure is driven by the target, it can only be used to acquire a target on a friendly basis, unlike a takeover bid. As long as a scheme receives the support of the SCHEME OF ARRANGEMENT a scheme of arrangement that leads to the acquisition by one company of another company of comparable size. %PDF-1.6 %���� to announce that the scheme of arrangement (‘Scheme’) between TPM and its shareholders in relation to the merger of TPM and TPG Telecom has today been implemented. the terms of the Scheme of Arrangement) of this Explanatory Statement is qualified in its entirety by reference to the Scheme Document, the full text of which is set out in Appendix 2 (Scheme of Arrangement) of this Explanatory Statement. We may make 3. SCHEME OF ARRANGEMENT AMONG IDFC LIMITED as the Transferor Company AND IDFC BANK LIMITED as the Transferee Company AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (UNDER SECTION 391 TO 394 OF THE COMPANIES ACT, 1956) Parties other than each Scheme Company and the Scheme Creditors 15 5. 101 0 obj <>stream A scheme of arrangement is a very flexible and long-established Companies Act procedure which can be used to vary the rights of some or all of a company’s creditors and/or shareholders. 8. A scheme of arrangement can be used as a mechanism to provide a broad range of restructuring solutions including debt for equity swaps, new money, re-setting of payment terms and [2] This Guidance Note refers to both the scheme applicant, which will usually be the relevant Code company, and the “promoter” of the scheme. Definitions 5 2. Each Scheme Creditor is advised to read and consider carefully the text of the Scheme Document itself. Independent Schemes 15 4. “tqÝX)I)B>==•ÉâÐ ÿȉåð9. hޜ–wTTׇϽwz¡Í0Òz“.0€ô. This Composite Scheme of Arrangement is presented pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 and/or Sections 230 to 232 of the Companies Act, 2013 read with Section 66 of the Companies Act, 2013, as may be applicable, and Section 52 of … $E}k¿ñÅyhây‰RmŒ333¸–‘¸ ¿ë:ü }ñ=#ñv¿—‡îʉe The Cayman Scheme of Arrangement A Cayman Islands scheme of arrangement is a court approved compromise or arrangement between a company and its creditors or shareholders (or classes thereof). A Scheme is a statutory procedure which permits a company to make an arrangement or compromise with its members or creditors (or any class of them) which, if approved by the requisite majority of such members or creditors and sanctioned by the court, will be binding on all Assuming that the majorities are achieved, a further court hearing is held, at which the court must be satisfied that the 'arrangement is … 1.2 In this Scheme, unless the context otherwise requires: (a) references to persons shall include individuals, bodies corporate (wherever incorporated), Incorporating an Explanatory Statement on the Proposed Scheme of Arrangement (In compliance with Section 716 of the Companies & Allied Matters Act, 2020) Vetiva Capital Management Limited ( Vetiva ) is acting as the Financial Adviser in respect of the proposed scheme of arrangement (the Scheme ). )É©L^6 ‹gþ,qmé¢"[šZ[Zš™~Q¨ÿºø7%îí"½ Unless otherwise defined, capitalised terms are as defined in the TPM Scheme Booklet dated 19 May 2020. The Scheme is in the interest of shareholders, creditors and there is no likelihood that any shareholder or creditor of either UVSL or LSIL would be prejudiced as a result of the Scheme of Arrangement. QfÊ ÃMlˆ¨@DE €£¡H¬ˆb!(¨`HPb0Š¨¨dFÖJ|yyïåå÷ǽßÚgïs÷Ù{Ÿµ. SCHEME 3.1. Scheme: means this Scheme of Arrangement in its present form with any modification thereof or additions thereto, approved or conditions, if any, imposed by the Court. The restraining order would restrain any further legal proceedings to be initiated against the applicant company applying for a scheme of arrangement. PRELIMINARY 5 1. 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