The sanction of schemes of arrangement in Jersey: the takeaways from The Representation of Centamin PLC

Ogier recently acted for Centamin PLC in the successful scheme of arrangement by which it was purchased by AngloGold Ashanti PLC. There are a number of important issues which this scheme of arrangement addressed.  

Centamin PLC, an established gold mining and exploration company with multiple gold mines in Egypt, was acquired by AngloGold Ashanti PLC, a global gold mining company based in Johannesburg, in November 2024. In The Representation of Centamin PLC [2025] JRC004, the Royal Court sanctioned a scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991 (the Law).  

Under the scheme, AngloGold Ashanti acquired the entire issued and to-be-issued share capital of Centamin Plc for approximately US$2.5 billion. Ogier's multi-disciplinary team in Jersey acted for Centamin in all the Jersey aspects of the transaction, including its sanction by the Royal Court.  

The Court acknowledged that the legal path to the sanction of schemes in Jersey is well-trodden and therefore provided an overview of the requirements of Article 125 of the Law and a brief consideration of preceding case law. The Court noted that, as it set out in Representation of Wentworth Resources PLC [2024] JRC 020 (a previous scheme of arrangement (in which Ogier acted for the purchaser), when exercising its discretion under Article 125 of the Law, it follows the settled approach of the English courts.

The Court also reiterated the four key factors it would consider when sanctioning schemes, namely:

• compliance with the statutory provisions of the Law

• fair representation of shareholders or creditors and ensuring the majority acted in good faith without coercing the minority

• the reasonableness of the arrangement as judged by an intelligent and honest person from the class concerned

• ensuring there is no blot on the scheme which may deter the court from sanctioning it 

The issue with the headcount test

In the Centamin scheme, the Royal Court noted that a total of 63.72% of scheme shares were voted, of which 62.5% were voted in favour of the scheme, representing 98.08% of all the shares voted. Therefore, the 75% or above threshold imposed by Article 125 of the Law had been met.  

However, in relation to the headcount test - which requires that a majority of shareholders who exercise a vote do so in favour of the scheme - 94 voted in favour and 27 voted against the scheme. Of those shareholders, 11 were treated as voting both for and against the scheme. The Royal Court explained that this was because certain nominee shareholders voted some of the shares they held both for and against the scheme. However, given that the overwhelming majority of shares were voted in favour of the scheme, the fact that 11 shareholders were treated as voting both for and against the scheme exposes the potential issues that can arise as a result of the headcount test under Article 125 of the Law. 

The US Securities Act 

The Centamin scheme was also notable for the specific reference made to the exemption under Article 3(A)(10) of the US Securities Act (Securities Act), which applies an exception to the general rule that there should be registration under the Securities Act of new shares which would be traded for existing shares.  

Under Article 3(A)(10), registration is not required where new securities are being exchanged on a basis which a Court has examined and concluded to be fair. The Court made explicit that its conclusion for the purposes of the Securities Act was that the terms of the scheme are fair to those to whom securities will be issued and that the overall terms of the scheme are fair.  

For future schemes where new securities are going to be issued into the US, it seems sensible for the Court to be asked to provide a specific confirmation in relation to the exemption provided by Article 3(A)(10) of the US Securities Act. 

Conclusion 

The success of the Centamin plc scheme of arrangement shows that there is still an appetite to use Jersey schemes of arrangements to effect the acquisition of Jersey companies. This trend is continuing, with Ogier currently advising Arcadium Lithium plc on its acquisition by Rio Tinto by way of a Jersey scheme. 

Though Centamin plc reached the necessary threshold provided for in the headcount test, this scheme of arrangement highlighted the potential issues that can arise in the application of the test. In cases where there is overwhelming support for the scheme, it seems obvious that this should be the basis on which it passes. This is recognised in the current proposal to potentially abolish the headcount test in Jersey and follow the same approach as the Cayman Islands, which abolished the test in August 2022.  

Should this proposed amendment be accepted, it will likely provide great comfort for companies entering into schemes of arrangement that a scheme overwhelmingly supported by the shareholders could not be fatally undermined by some oddity produced by the application of the headcount test. 

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This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

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