Scheme of Arrangement and increase of capital in BA Holdco Sample Clauses

Scheme of Arrangement and increase of capital in BA Holdco. As established in section 1.2.(i).b) above, prior to the merger which is the subject matter of this Project, under a scheme of arrangement sanctioned by the High Court of England & Wales, BA Holdco will become the holder of all of the share capital of British Airways with the exception of the Iberia Shareholding. In addition, the BA Shareholders shall (through a custodian), pursuant to the scheme of arrangement, become shareholders of BA Holdco, with BA Holdco issuing one share to each BA Shareholder for each share held by such shareholder in British Airways (with such shares in BA Holdco being held by a custodian on bare trust and as nominee for the BA Shareholders). The scheme of arrangement will be implemented as described in section 1.2.(i).b) above. For the purposes of issuing shares to BA Shareholders pursuant to the scheme of arrangement, BA Holdco will increase its share capital, currently established at 60,120 euros, divided into 60,120 shares, each with a nominal value of 1 euro, by issuing and placing in circulation new shares, each with a nominal value of 0.50 euros, with one such share in BA Holdco being issued to the BA Shareholders, for each share in British Airways held by them. The new shares of BA Holdco will be fully subscribed for by the BA Shareholders and the capital increase will be fully paid up through the allocation to BA Holdco of all of the shares of British Airways (with the exception of the Iberia Shareholding and the A2 Share already held by BA Holdco), representing 90.025% of the issued share capital of British Airways as of the date of this Project. Simultaneously, the current share capital of BA Holdco, which is currently held by the initial subscriber shareholders (amounting to 60,120 euros, divided into 60,120 shares, each with a nominal value of 1 euro) will be fully cancelled, by returning the contributions made. As a consequence of the above, the issued share capital of BA Holdco will be represented by the same number of shares in British Airways held by BA Shareholders prior to the effectiveness of the scheme of arrangement, each with a nominal value of 0.50 euros, fully subscribed for and paid up. As of the date of this Project, the number of shares in British Airways held by BA Shareholders amounts to 1,038,595,842 shares. In any case, the merger will not be executed until the scheme of arrangement has become effective and, by virtue thereof, BA Holdco has become the holder of all of the share capital of British Ai...
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Related to Scheme of Arrangement and increase of capital in BA Holdco

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