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Jersey Unreported Judgments
You are here: BAILII >> Databases >> Jersey Unreported Judgments >> Next Generations Clubs [2007] JRC 128 (29 June 2007)
URL: http://www.bailii.org/je/cases/UR/2007/2007_128.html
Cite as: [2007] JRC 128
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[2007]JRC128
royal court
(Samedi Division)
29th June 2007
|
Before : |
M. C. St. J. Birt, Esq., Deputy Bailiff, and Jurats Le Breton and Le Cornu. |
In the matter of Next Generation Clubs (Holdings) Limited.
And in the matter of the Companies (Jersey) Law, 1991.
Advocate M. J. Thompson for the Representor.
judgment
the deputy bailiff:
1. This is an application by Next Generation Clubs (Holdings) Limited to reduce its share capital. The Company has one shareholder and is the holding company for a substantial number of companies which carry on a leisure and sports club business. At present there is a share premium account of just over some £61,166,947.
2. The Company, together with its various group companies, is being advised by leading London lawyers on a group restructuring. As part of this it wishes to reduce the share premium account by £61 million so that this sum may be transferred to a reserve so as to be capable of distribution to shareholders.
3. The single shareholder has passed the appropriate resolution and now the consent of the Court is sought. Our task, as we have said in other cases, is to consider first of all the position of the shareholders. In this case there is only one, so there is no question of considering the interests of different shareholders. That shareholder is itself a company and is advised by leading lawyers and we are quite satisfied that there is a discernable purpose for the reduction and that it is reasonable and proper and that the shareholder has been advised.
4. The more important concern for a court on reduction of share capital is usually the position of the creditors. In this case there are at present two creditors. The shareholder is owed some £32 million and an associate group company a comparatively modest £43,000. Both of those companies have consented and indeed we have been shown the financial outcome following the proposed restructuring, which will largely eradicate these loans. In all the circumstances we are quite satisfied we should not convene the creditors because they have consented and we do not think there is any need to do so.
5. In the circumstances we make the order requested, namely that creditors not be convened, we approve the Minute and we approve the reduction.
No Authorities