Tulla Resources Ltd
| Jurisdiction | England & Wales |
| Judge | Mrs Justice Joanna Smith |
| Judgment Date | 23 June 2023 |
| Neutral Citation | [2023] EWHC 1866 (Ch) |
| Court | Chancery Division |
| Docket Number | Case No: CR-2023-001033 |
In the Matter of:
[2023] EWHC 1866 (Ch)
Mrs Justice Joanna Smith
Case No: CR-2023-001033
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
The Rolls Building
7 Rolls Buildings
Fetter Lane
London EC4A 1NL
Mr B Shaw KC appeared on behalf of Tulla Resources Ltd
Tulla Resources plc, (“ the Company”), applies to the court today for an order under section 899 of the Companies Act 2006 (“ the 2006 Act”) for the sanction of a scheme of arrangement referred to as “ the Takeover Scheme”. This application follows the sanctioning by the court on 19 June 2023 of another scheme of arrangement referred to as “ the Demerger Scheme”. I made the Demerger Scheme Sanction Order and at that time, I read the documents and evidence relating to both Schemes.
In giving this short judgment, I shall not repeat the background to the Schemes, which is dealt with in my previous judgment. I shall assume that anyone hearing or reading this judgment also has access to my earlier judgment. I shall also use the abbreviations used in my previous judgment.
The Company is represented today by Mr Ben Shaw KC who relies upon the same helpful skeleton argument that he prepared for the previous hearing. No one else, whether shareholders or creditors, has attended court today with a view to making representations or to oppose the Schemes.
The Takeover Scheme, which is a transfer scheme in conventional form, is conditional upon the Demerger Scheme becoming effective.
Since the last hearing, I have been provided with the sixth witness statement of Mr Stephen Maffey, confirming delivery of the Demerger Scheme Sanction Order to Companies House on 21 June 2023. Therefore, that scheme has now become effective pursuant to section 899(4) of the 2006 Act, as has the reduction of capital pursuant to section 649(3)(a)(i) of the 2006 Act, which I dealt with in the Demerger Scheme Sanction Order and in my judgment on the last occasion.
Mr Maffey's sixth statement also confirms that the other conditions precedent to the Takeover Scheme, as set out in clause 3.2 of the Merger Implementation Deed entered into between the Company and Pantoro have been satisfied. Mr Shaw has confirmed that relevant certificates have been released from escrow.
Dealing briefly with the material terms of the Takeover Scheme, it provides for the transfer of the Takeover Scheme Shares to Pantoro by instrument of transfer...
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