Plym plc is a holding company whose several subsidiaries are all exclusively private companies.

The capital structure of the subsidiaries consists of ordinary shares, several classes of preference shares, and debentures. Because of the administrative difficulties caused by the diverse nature of the capital structure of the subsidiaries, the board of directors of Plym plc wish to introduce a simplified system whereby Plym would purchase the minority shares and debentures for cash or in the alternative issue fully paid equity shares in Plym in exchange for the said shares and debentures at an agreed ratio. Preliminary inquiries indicate that there is a substantial minority of members who would neither sell nor exchange their securities for shares in Plym plc.

Advise the directors of Plym plc as to how, if at all, they could achieve their objective in spite of the minority’s anticipated refusal to co-operate. (University of Plymouth)