Jersey Unreported Judgments

[2007]JRC193

royal court

(Samedi Division)

9^th October 2007

Before     :

M. C. St. J. Birt, Esq., Deputy Bailiff, and Jurats de Veulle, and King.

 

IN THE MATTER OF VODAFONE 4 LIMITED

AND IN THE MATTER OF THE COMPANIES (JERSEY) LAW 1991.

Advocate M. J. Thompson on behalf of Vodafone 4 Limited.

judgment

the deputy bailiff:

1.        This is an application for a reduction of share capital by Vodafone 4 Limited, a Jersey company.  The company is a holding company in the Vodafone Group.  Its sole asset is a 100% shareholding in Vodafone America Holdings Inc., a company incorporated in Delaware. 

2.        The company and its subsidiaries have been identified as having significant surplus capital and accordingly it is desired ultimately to extract that capital.  Pursuant to this, on 1^st October, the sum of $12,661,950,302 in cash was returned to the company by Vodafone America Holdings Inc., by a cancellation of various shares.  The company now has this sum and wishes to return a broadly equivalent amount to its majority shareholder by cancelling 1,656,657 ordinary shares of $1,000 each, and returning also the associated share premium account in respect of those shares, namely $11,019,709,616.  The company will still be left with a share capital of $7,274,836,000 and a share premium account of $66,358,028,970 with corresponding assets; so it will still be a substantial company with a substantial balance sheet.

3.        The resolution for the reduction has been passed at the requisite shareholders meeting by the three shareholders, all of whom are ultimately owned by the Vodafone group.  Thus, although the registered shareholders will not be treated equitably in the sense that the reduction is going entirely to the majority shareholder, nevertheless, in overall terms, there is clearly agreement amongst the shareholders and an acceptance of this position.  There is a clear discernable purpose for the reduction because of the excess capital. 

4.        As to creditors, which is the important aspect which the Court must consider on these occasions, consent has been obtained from the only two creditors of substance.  There are ample funds to meet the other very minor creditors and accordingly we are quite satisfied that the reduction will not cause any prejudice to any creditors and therefore there is no need to convene them and circulate them as specified in the Law.  We therefore grant the dispensation from that requirement.

5.        We approve the reduction and we approve the minute.

No Authorities.