BRITISH VIRGIN ISLANDS
HIGH COURT (COMMERCIAL DIVISION)
SECTION 177 BVI BUSINESS COMPANIES ACT, 2004 (THE “ACT”) – PLAN OF ARRANGEMENT – WHETHER SECTION 177 PERMITS CANCELLATION OF RIGHTS OF WARRANT HOLDERS FOR NO CONSIDERATION – WHETHER ARRANGEMENT TO BE RESTRUCTURED TO PROVIDE FOR WARRANTS TO BE COMPULSORILY PURCHASED – WARRANT HOLDERS ENTITLED TO BE CONSULTED
This case concerned an Application for an order pursuant to Section 177 of the Act approving a proposed plan of arrangement between B&A Fertilizers Ltd (“B&A”) and Rio Verde Mineral Development Corp (“Rio Verde”) and for all necessary determination, directions and permissions including notably a determination whether any person should be permitted to dissent, pursuant to section 179 of the Act, from the proposed arrangement.
B&A is a wholly owned subsidiary of B&A Mineracao SA (B&A Brazil). B&A Brazil wished to take over Rio Verde. The effect of the plan of arrangement if approved was that each member of Rio Verde would have its shares in Rio Verde exchanged for an equivalent number of redeemable shares in B&A, which will be redeemed by B&A at a price of $0.40 per share on the next business day following the effective date of the merger. The only shareholder of the merged B&A will thus be B&A Brazil. This will have achieved the takeover of Rio Verde.