In a demerger scheme of arrangement, partly paid shareholders who receive the same number of shares in the demerged entity as fully paid shareholders (to preserve economic relativities) do not constitute a separate class, even where they receive potential additional advantages. Ineligible overseas shareholders whose shares are sold by a selling agent do not constitute a separate class where there remains community of interest in the fundamental question of whether the demerger is in shareholders' collective interests. A wholly owned subsidiary that is a non-scheme third party need not execute a deed poll where the scheme company is required to procure its performance.
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