Search for more Public Notices in your area
The Medical and Dental Defence Union of Scotland
General

THE MEDICAL AND DENTAL DEFENCE UNION OF SCOTLAND

Notice ID: GLA1559550

Notice effective from
21st January 2020 to 20th February 2020

NOTICE OF THE COURT MEETINGS

THE MEDICAL AND DENTAL DEFENCE UNION OF SCOTLAND

(INCORPORATED IN SCOTLAND WITH REGISTERED NUMBER SC005093)

NOTICE IS HEREBY GIVEN that, by an order dated 16 January 2020 (the Order), the Court of Session in Edinburgh (the Court) has directed separate meetings to be convened of the In-Scope Members (as defined in the Scheme of Arrangement referred to below) (the In-Scope Members Court Meeting) and the Non-ln-Scope Members (as defined in the Scheme of Arrangement) (the Non-ln-Scope Members Court Meeting), for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement under Part 26 of the Companies Act 2006 (Companies Act) and which is proposed to be made between The Medical and Dental Defence Union of Scotland (MDDUS) and the Scheme Members (as defined in the Scheme of Arrangement) (the Scheme of Arrangement).

IN-SCOPE MEMBERS COURT MEETING

The In-Scope Members Court Meeting shall be held at Kimpton Blythswood Square Hotel, 11 Blythswood Square, Glasgow G2 4AD on 11 February 2020 commencing at 10:00 a.m.

At the In-Scope Members Court Meeting, the following resolution will be proposed:

"That the scheme of arrangement dated 20 January 2020 (the Scheme of Arrangement), between The Medical and Dental Defence Union of Scotland (MDDUS) and the Scheme Members (as defined in the Scheme of Arrangement), a print of which has been produced to this meeting and, for the purposes of identification, signed by the chair hereof, in its original form or with or subject to any modification, addition or condition approved or imposed by the Court of Session in Edinburgh, and consented to by MDDUS, be approved and the directors of MDDUS be authorised to take all such actions as they consider necessary or appropriate for carrying the Scheme of Arrangement into effect.

Entitlement to attend and cast one vote at the In-Scope Members Court Meeting, or any adjournment thereof, shall be determined by reference to those members identified by MDDUS as In-Scope Members on its register of members (Register of Members) at 5:00 p.m. on 7 February 2020, or if the meeting is adjourned, on the day which is two Business Days (as defined in the Scheme of Arrangement) before the date of that adjourned meeting. In each case, changes to the Register of Members after that time shall be disregarded.

Voting at the In-Scope Members Court Meeting will be by poll, which may be conducted as the chair of the In-Scope Members Court Meeting shall determine.

For the In-Scope Members Court Meeting (or any adjournment thereof) to be properly convened, a quorum of six In-Scope Members entitled to vote on the resolution proposed, each being an In-Scope Member or, where the In-Scope Member is a corporation, a duly authorised corporate representative, must be present in person or by proxy.

By the Order, the Court has appointed Dr Jonathan P. Berry or, failing him, Dr Joanna Bayley or, failing her, Christopher Kenny, to act as chair of the In-Scope Members Court Meeting and has directed the chair to report the result of the In-Scope Members Court Meeting to the Court.

NON-IN-SCOPE MEMBERS COURT MEETING

The Non-ln-Scope Members Court Meeting shall be held at Kimpton Blythswood Square Hotel, 11 Blythswood Square, Glasgow G2 4AD on 11 February 2020 commencing at 10:30 a.m. or as soon as reasonably practicable following the conclusion of the In-Scope Members Court Meeting.

At the Non-ln-Scope Members Court Meeting, the following resolution will be proposed:

"That the scheme of arrangement dated 20 January 2020 (the Scheme of Arrangement), between The Medical and Dental Defence Union of Scotland (MDDUS) and the Scheme Members (as defined in the Scheme of Arrangement), a print of which has been produced to this meeting and, for the purposes of identification, signed by the chair hereof, in its original form or with or subject to any modification, addition or condition approved or imposed by the Court of Session in Edinburgh, and consented to by MDDUS, be approved and the directors of MDDUS be authorised to take all such actions as they consider necessary or appropriate for carrying the Scheme of Arrangement into effect".

Entitlement to attend and cast one vote at the Non-ln-Scope Members Court Meeting, or any adjournment thereof, shall be determined by reference to those members identified by MDDUS as Non-ln-Scope Members on the Register of Members at 5:00 p.m. on 7 February 2020 or, if the meeting is adjourned, on the day which is two Business Days before the date of that adjourned meeting. In each case, changes to the Register of Members after that time shall be disregarded.

Voting at the Non-ln-Scope Members Court Meeting will be by poll, which may be conducted as the chair of the Non-ln-Scope Members Court Meeting shall determine.

For the Non-ln-Scope Members Court Meeting (or any adjournment thereof) to be properly convened, a quorum of six Non-ln-Scope Members entitled to vote on the resolution proposed, each being a Non-ln-Scope Member or, where the Non-ln-Scope Member is a corporation, a duly authorised corporate representative, must be present in person or by proxy.

By the Order, the Court has appointed Dr Jonathan P. Berry or, failing him, Dr Joanna Bayley or, failing her, Christopher Kenny, to act as chair of the Non-ln-Scope Members Court Meeting and has directed the chair to report the result of the Non-ln-Scope Members Court Meeting to the Court.

GENERAL

A copy of the circular (the Circular) incorporating the Scheme of Arrangement and the explanatory statement which is required to be furnished under section 897 of the Companies Act, has been published and is available for Scheme Members to view, and download, on the website of MDDUS,

www.mddus.com/scheme

. In accordance with section 897(4) of the Companies Act, a hard copy of the Circular can also be obtained by Scheme Members, free of charge, by contacting Civica Election Services during business hours on (0) 20 8889 9203 or by submitting a request in writing to Civica Election Services at The Election Centre, 33 Clarendon Road, London N8 0NW.

The Scheme of Arrangement shall be subject to the subsequent sanction of the Court.

Ernst & Young LLP CMS Cameron McKenna Nabarro Olswang LLP



1 More London Place Saltire Court



London 20 Castle Terrace



SE1 2AF Edinburgh



EH1 2EN

Solicitors for MDDUS Solicitors for MDDUS



Dated: 21 January 2020 Information for Scheme Members

Each Scheme Member is entitled to appoint a proxy to attend and, on a poll, to cast one vote instead of him or her. A proxy need not be a Scheme Member. A form of proxy for use at the In-Scope Members Court Meeting has been sent to In-Scope Members and a form of proxy for use at the Non-ln-Scope Members Court Meeting has been sent to Non-ln-Scope Members.

To be valid, the forms of proxy should be completed, signed and returned to Civica Election Services in accordance with the instructions on the form. It is requested that the forms of proxy be received by Civica Election Services not less than two Business Days before the time of the relevant meeting (in other words, by 10:00 a.m. on 7 February 2020 for the In-Scope Members Court Meeting and by 10:30 a.m. on 7 February 2020 for the Non-ln-Scope Members Court Meeting) or, as the case may be, the relevant adjourned meeting. A pre-paid envelope has been provided to the Scheme Members for this purpose. Forms of proxy not returned by that time may be handed to Civica Election Services, on behalf of the chair of the relevant meeting, before the start of such meeting, and will still be valid.

Scheme Members may also appoint a proxy online by going to

www.cesvotes.com/mddus20

. Such appointment to be made by not less than two Business Days before the time of the relevant meeting (in other words, by 10:00 a.m. on 7 February 2020 for the In-Scope Members Court Meeting and by 10:30 a.m. on 7 February 2020 for the Non-ln-Scope Members Court Meeting) or, as the case may be, the relevant adjourned meeting.

Completion of the form of proxy or the appointment of a proxy online will not prevent a Scheme Member from attending and voting in person at the relevant meeting, or any adjournment thereof, if they so wish. If a Scheme Member appoints a proxy and then decides to attend the relevant meeting in person and vote using their poll card, then their vote in person will override the proxy vote.

A Scheme Member which is a company (a corporation) and which wishes to be represented at the relevant meeting, has the right to appoint in writing a corporate representative to attend and vote at the relevant meeting. Corporate representatives have the same powers on behalf of the corporation which they represent as that corporation could exercise as if it were an individual Scheme Member. A corporate representative may be required to produce to Civica Election Services, on behalf of the chair of the relevant meeting, the written authority to attend and vote at the relevant meeting at any time before the start of the meeting.

Attachments

GLA1559550.pdf Download

Comments


or Register to leave a comment and/or receive comment alerts.

Related notices