In Re Imagination Technologies Group Plc (unreported), the High Court sanctioned a scheme of arrangement of a company in a single court-convened meeting, even though one of the shareholders was in a contractual dispute with the company.
In this case, one of IGP’s customers, Apple, had notified IGP that it would shortly no longer be required to pay IGP royalties. IGP invoked a contractual resolution mechanism for resolving the dispute.
At the same time, IGP initiated a strategic review that culminated in an offer for IGP by Canyon Bridge Capital Partners. The takeover was to be implemented through a scheme of arrangement.
The court had to decide whether Apple constituted a separate class of member by virtue of the dispute between it and IGP. It held that Apple's position was no different from any other scheme shareholder.
In the event, the scheme was approved by 90.84% in number and 99.62% in value, with a meeting turnout of 52% in value.