A scheme of arrangement may proceed to a members' meeting notwithstanding an independent expert's conclusion that the scheme is 'not fair', provided the expert's reasons for concluding the scheme is nevertheless 'reasonable' are clear and logical, and the members are properly informed of the basis of the opinion. A break fee exceeding 1% of equity value may be justified where the target is highly geared, consistent with the Takeovers Panel Guidance Note 7 exception permitting the 1% guideline to be applied to enterprise value. A loan agreement between bidder and target will not prevent convening of a scheme meeting where it does not operate as a de facto lock-up device impairing free consideration of the scheme.
The full text is available to signed-in members, including the 23 later cases that cite this judgment.
2 of the 23 citing cases carry a classified treatment. How each court treated it is available to signed-in members.