Gates Industrial Corporation plc, Re

Facts

Gates Industrial Corporation plc is the holding company of a global business with a largely US shareholder base, its shares being listed on the New York Stock Exchange. The Company proposed a members' scheme of arrangement with all its shareholders, in the form of a "cancellation scheme", with an incidental reduction of capital. Its object was to insert a new Bermudian holding company, Gates Industrial Corporation Limited ("New Gates"), as the NYSE-listed parent of the group in place of the Company. The stated purposes included strategic and financial flexibility, including for equity financing and mergers, facilitating share buybacks while removing the 0.5 per cent stamp duty, and easing the payment of dividends. By order of Deputy ICC Judge Baister on 22 May, a single virtual meeting of scheme shareholders was convened. At that meeting 99.61 per cent by value and 100 per cent by number of those voting approved the Scheme, with 92.4 per cent of the scheme shares voted. The shares are held through Cede & Co in intermediated form, so that there were only two registered shareholders. No intention to oppose sanction had been communicated, and no one appeared at the hearing other than counsel for the Company. The Company applied for sanction of the Scheme under section 899 of the Companies Act 2006 and for confirmation of the reduction of capital under sections 645 to 649 of the Companies Act 2006.