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High Court clarifies how ADR depositary should be treated for scheme headcount test

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Published on: 29 March 2021

Published by a LexisNexis Corporate expert

Table of contents

What was the background?
Approval thresholds
What are American Depositary Receipts (ADR)?
Could the Depositary and other nominees appoint multiple proxies?
How should the votes be counted for the headcount test?
Did the exclusion of the Depositary from a currency election facility create a separate class?
What are the practical implications of this case?
Public company takeovers quiz
Case details

Article summary

Corporate analysis: In Re GW Pharmaceuticals plc the High Court clarified how shares held by certain nominee shareholders, including the depositary under an American Depositary Receipt programme, should be treated for the purposes of the headcount test in Part 26 of the Companies Act 2006 (CA 2006). It also clarified that excluding the depositary from a currency election facility did not by itself result in the creation of a separate class of shareholders and that a single meeting of members could be held.

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