Itouch Ltd
| Jurisdiction | England & Wales |
| Judge | Mr Justice Nugee |
| Judgment Date | 09 November 2016 |
| Neutral Citation | [2016] EWHC 3448 (Ch) |
| Court | Chancery Division |
| Docket Number | Case No: CR-2016-007061 |
| Date | 09 November 2016 |
[2016] EWHC 3448 (Ch)
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
The Rolls Building
7 Rolls Buildings
Fetter Lane
London EC4A 1NL
Mr Justice Nugee
Case No: CR-2016-007061
Mr Thornton (instructed by McKenzies Solicitors appeared on behalf of iTouch Limited
APPROVED JUDGMENT
I have before me an application for approval of the final completion of a proposed merger between a UK company, iTouch Limited, and a wholly owned Norwegian subsidiary, SMS Cosmos AS, pursuant to The Companies (Cross-Border Mergers) Regulations 2007. Apart from one point, the application is entirely straightforward and I have no hesitation in approving it.
The one point which I have discussed with Mr Thornton who has, in his usual way, appeared very helpfully to explain the position before me, arises in this way: it is a requirement under Regulation 16(1) of the Regulations that before the court may make an order approving the completion of the cross-border merger, an order has been made under Regulation 6 in relation to each UK merging company and an order has been made by a competent authority of another EEA state (which Mr Thornton tells me includes Norway) for the purposes of Article 10.2 of the Directive in relation to each merging company which is an EEA company (that is Regulations 16(1)(b) and (c)); and under Regulation 16(1)(e) the draft terms of merger approved by every order referred to in subparagraphs (b) and (c) are the same.
In this case, the draft terms of merger approved by the UK court, which was done by Registrar Barber in June 2016, and the draft terms of merger approved by the Norwegian Competent Authority, which took place on 11 October by an entity called the Bronnoyundsregistrene (or Business Register), did contain the same draft terms. Those draft terms had been prepared at a rather earlier stage and they provide, among other things, in 5.1(a) that the merger "is intended to take legal effect on 4 April 2016 subject to the approval of the UK court legal effective time"; and by 5.1(b) on the legal effective time, the following takes place:
(1) SMS Cosmos is finally dissolved and deleted from...
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