“Don’t call the meeting to sell those shares!”

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P was a shareholder in D1. D1 owned Techshares, shares in TechCo: [1]

D1 did not trade. Its purpose was holding Techshares: [16] The Techshares were illiquid: [25], [26]

A GM of D1 was called proposing D1 would either (i) sell the Techshares to a specified purchaser or (ii) failing that, go into MVL: [2]

P sought injunctions restraining D1 from calling the meeting: [3]

P said: P had made a purchase offer more favourable to D1 than the proposed offer, and inadequate time had been given to consider proposal (i): [6](

An earlier injunction had been granted, restraining D1 from issuing further shares that would dilute P’s holding: [9], [10])

Following the costs of the initial part of this litigation, D1’s dirs represented that it would need funding or D1 would be placed in VA or MVL with the Techshares sold for “fire sale” prices: [19], [20], [24]

D1 hoped to obtain TechCo’s shareholder list to sell the Techshares. TechCo resisted, instead proposing Offeror: [30] - [32]

Offers were made by Offeror: [34], [36]

D1 sought TechCo’s approval to “shop” Offeror’s offer to other TechCo shareholders, but TechCo made no response: [39]

Another, apparently more attractive offer, was made by another party backed by P’s controlling mind: [42]

Interestingly, P (having changed its name, leading to brief confusion) made a further more attractive offer: [47] - [51]

The D1 dirs reviewed all offers and (including because of some opacity with P’s finances) recommended that Offeror’s (apparently less attractive) offer be accepted: [65]

P provided evidence to show it had the assets to underpin its offer: [70] - [73]

Further corro was exchanged regarding the P’s (and the P’s controlling mind’s) ability to fund the offer: [74] - [78]

The evidence put forward did not convince the Court of P’s ability to fund the offer: [79]

RE (i) the Court found no serious Q in part because P’s argument (“a summary is not sufficient. The full offer should have been disclosed”) did not ID any part of the offer not disclosed in the offer summary: [87] - [91], [97], [101]

With that, balance of convenience for (i) became irrelevant: [114]

RE (ii) and the P’s previous application re share dilution the Court was prepared to proceed as if there was a serious question to be tried: [119]

The Court found the BoC favoured a limited injunction; a short delay on the SHs’ ability to appoint a liquidator while they negotiated: [126]

The outcome would have been different if P had sought a longer, or indefinite, injunction: [127]

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