Re SABmiller plc—Shareholders consenting to exclusion from scheme meetings.

Re SABmiller plc—Shareholders consenting to exclusion from scheme meetings.

This analysis considers the decision in Re SABmiller plc [2016] EWHC (Ch) 23 involving Anheuser-Busch InBev’s takeover of SABmiller plc (SABMiller), where the High Court considered whether the court had jurisdiction to summon a scheme meeting which did not include two of SABmiller’s major shareholders.

What was the background to the case?

In this case, SABMiller sought an order under Companies Act 2006, s 896 (CA 2006) summoning a single meeting of all of its ordinary shareholders other than Altria Group Inc. (Altria) and BEVCO Ltd. (BEVCO) for the purpose of considering a scheme of arrangement (scheme). The object of the scheme was to effect the acquisition of SABMiller by Newbelco SA/NV (Newbelco).

Altria was SABMiller's largest shareholder, with 26.48% of its ordinary share capital, and BEVCO was the second largest shareholder, with 13.85%. Both Altria and BEVCO had an existing relationship agreement with SABMiller entitling them among other things to appoint directors of SABMiller. Altria also had an agreement relating to tax matters.

What was unusual about the case?

Both Altria and BEVCO had consented to SABMiller's proposal that there should only be one scheme meeting of the 'public shareholders', and that each of Altria and BEVCO would appear by counsel and undertake to the court at the sanction hearing to be bound by the scheme in their capacity as the holder of scheme shares. The commercial rationale for excluding them from the meeting was to avoid the risk of the approval of the scheme be

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