Findexa Limited - December 2005

Robert Hickling advised Findexa Limited in connection with a Jersey "transfer" scheme of arrangement. Schemes of arrangement are being used increasingly in the UK as an alternative to a "takeover offer" and this was the first occasion on which a "transfer" scheme of arrangement had been successfully taken to the Jersey courts. Pursuant to the scheme Eniro AB was able to purchase the entire share capital of Findexa Limited and so strengthen its position as the biggest Nordic yellow-pages publisher.

Using the scheme route as opposed to the more traditional takeover offer had a number of advantages: it enabled the bidder to obtain 100% of the shares more easily and quickly than might otherwise have been the case; the scheme gave greater flexibility to the structuring of the takeover; and the scheme brought certain US securities law advantages.

Mourant’s team worked closely with Erskine Chambers, Cleary Gottlieb in London; and Steenstrup in Norway.