Confirms that earn-out consideration contingent on future government defence contract awards, with adequate disclosure of non-payment risk, does not preclude convening a scheme meeting. Also confirms that break fees exceeding the Takeovers Panel's 1% guidance remain acceptable where the company has lower equity value and the fee reflects actual costs likely incurred, and that the question of whether contingent earn-out consideration constitutes a debenture under s 9 of the Act was left open in the absence of a contradictor.
The full text is available to signed-in members, including the 5 later cases that cite this judgment.
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