SHC allows merger of Oxford University Press Pakistan with parent company

The Sindh High Court (SHC) has recently granted and application seeking a sanction of scheme of arrangement meant for the amalgamation of Chancellor Masters and Scholars of the University of Oxford with and into the Oxford University Press (OUP) Pakistan.

The petitioners, Chancellor Masters and Scholars of the University of Oxford, was founded in 1990 for publishing and printing books and pamphlets. It has been operating in Pakistan through the Oxford University Press Pakistan Branch and Oxford University Press Pakistan (SMC-Private) Limited. It had moved the high court for an order allowing the merger of the OUP Pakistan with it.

The transfer scheme includes the entire business, operations and activities of all the properties, assets, rights, liabilities and obligations of the Oxford University Press Pakistan Branch as described in the scheme, without an issue of shares of the Oxford University Press to the University of Oxford and with the closure of OUP Pakistan Branch of the University of Oxford.

A single bench of the SHC comprising Justice Shafi Siddiqui observed that the OUP Pakistan was a wholly owned subsidiary of the Oxford Publishing Limited, which in turn was a wholly owned subsidiary of the University of Oxford.

The bench noted that the OUP Pakistan belonged to the same economic group as the University of Oxford and therefore, fell within the exemptions set out under the regulation 5 of the Competition (Merger Control) Regulations 2016, due to which pre-merger clearance was not required.

The SHC observed that the resolution approving and adopting the scheme of arrangement was passed by the sole member of the OUP, which had been recorded in the relevant minutes of in a compliance with the Companies Act 2017.

Regarding the creditors’ stake, the high court observed that the scheme of arrangement was shown to have been carved out in a way that it would not diminish or affect the rights and securities of the creditors and eventually those would be considered as creditors’ of the Oxford University Press with the benefits of the same securities as would be subsisting against the Oxford University Press Pakistan Branch immediately before the aforesaid transfer.

The high court observed that in view of the creditors’ consent received by the Oxford University Press Pakistan Branch, there was no occasion for convening or holding meetings of the creditors to seek their further approval to the scheme of arrangement.

The high court observed that the scheme also offered employment to all the employees and consequently preserved the employment of those serving at the Oxford University Pakistan Branch.

Regarding a query of the Securities and Exchange Commission of Pakistan (ECP), the high court observed that it could be seen that the petitioner was the University of Oxford which was a statuary corporation established under the law of England.

The SHC observed that the scheme of arrangement under consideration as such stood approved as had been done by the petitioners and the creditors, which seemed to be fair and reasonable and was not found against public or any individual’s interest.

The high court observed that all the financial and other related information including last audited accounts and unaudited accounts of the petitioners had been disclosed and no investigation proceedings were pending before any forum, including SECP. The court granted the petition as prayed.