In re Scandinavian Bank Group plc

The Scandinavian Bank Group plc (bank) (plaintiff) was registered in England. The bank petitioned for approval to change its share capital to create four classes denominated in various currencies, i.e., classes of 30 million British pounds, 30 million United States dollars, 30 million Swiss francs, and 30 million German marks. The bank’s petition was unopposed, but the court obtained the appointment of an amicus curiae. The bank contended that its request complied with § 2(5)(a) of the Act of 1985 (1985 Act), which provided that a company must state (1) “the amount of the share capital” and (2) “the division of the share capital into shares of a fixed amount.” Regarding the first requirement, the bank argued that (1) pursuant to the Interpretation Act 1978 (Interpretation Act), the singular term “amount” also meant the plural term “amounts” because there was no contrary indication in the 1985 Act and (2) so construed, the bank could state its share capital in multiple currencies. The bank further argued that the fixed-amount requirement permitted the use of multiple currencies. Amicus noted statutory provisions that arguably required a company to state its share capital in British pounds, including the 1985 Act’s requirement that requisitionists have a paid-up average sum of £100. Amicus also argued that a “fixed amount” meant that each share must have a particular and unchanging value, which would not be the case if a company used multiple currencies. Additionally, Amicus observed that (1) at least 125 English-registered corporations used foreign-currency share capital, of which two likely used multiple currencies, and (2) no public authority objected to the use of multiple foreign currencies.