Companies Act 2014 section 449

Interpretation (Chapter 1)

Section 449 defines the key terms used throughout Chapter 1, which deals with schemes of arrangement between companies and their creditors or members.

• An "arrangement" includes any reorganisation of a company's share capital, whether by consolidating shares of different classes, dividing shares into different classes, or both.
• A "scheme meeting" is a meeting of creditors or members (or any class of them) convened to consider and vote on a proposed compromise or arrangement; approval requires a "special majority" of at least 75 per cent in value of those present and voting.
• Key procedural terms are defined: "scheme circular" is the information circular sent with meeting notices; "scheme order" is the court order sanctioning the compromise or arrangement; and "debenture trustees" are the trustees of a deed securing the company's debenture issue.
• Where a compromise or arrangement is proposed between a company and both its creditors and its members (rather than just one group), the same powers and duties under the chapter apply equally.