A ‘scheme of arrangement’ is a court-sanctioned procedure under Companies Act 2006, Pt. 26, under which a company (‘the target company’) may come to an arrangement with its shareholders (or creditors) regarding a reorganisation of its share capital or of a particular class of that capital, which has binding force on all the shareholders (or all the holders of that class). A scheme of arrangement may be an alternative mechanism for as effect a takeover, though it is not usually used in hostile or contested bid situations as the procedure is under the administration and control of the target company.

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