ICamera Ltd, Re (Valuation) [2021] EWHC 1762 (Ch) (29 June 2021)

ICamera Ltd, Re (Valuation) [2021] EWHC 1762 (Ch) (29 June 2021)

The fair value of Mr McCrum's shares is to be determined by reference to the company's prospects as at 13/14 September 2013, using a cautious approach to the available documentary evidence and expert opinion, cross-checked against sector average profit margins, and discounting for uncertainties and lack of trading history. The court prefers Mr Ashing's methodology with adjustments for reality, resulting in a valuation of £4 million for Mr McCrum's shares (50% of £8 million issued share capital).

Citation
[2021] EWHC 1762 (Ch)
Parties
Petitioner: Adam McCrum; First Respondent: Paul Wilson; Second Respondent: Kim Bone; Third Respondent: ICamera Limited
Jurisdiction
England and Wales
Judgment Date
29 June 2021
Procedural Posture
Section 994 Companies Act 2006 Unfair Prejudice Petition / Share Valuation Following Liability Judgment and Purchase Order
Outcome
Petition allowed as to valuation; fair value of Mr McCrum's shares determined at £4 million.
Legal Topics
Unfair Prejudice, Share Valuation, Remedies for Minority Shareholders, Directors' Duties, Business Misappropriation
Company Law Equity Insolvency Unfair Prejudice Share Valuation Remedies for Minority Shareholders Directors' Duties Business Misappropriation

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Parties

Adam McCrum

Petitioner

Paul Wilson

First Respondent

Kim Bone

Second Respondent

ICamera Limited

Third Respondent

Procedural Posture

Section 994 Companies Act 2006 Unfair Prejudice Petition / Share Valuation Following Liability Judgment and Purchase Order

Legal Issues

  1. 1 What is the fair value of Mr McCrum's shares in ICamera Limited as at 13/14 September 2013?
  2. 2 What methodology and evidence should be used to determine fair value in the absence of full trading history and with limited documentation?
  3. 3 How should the court address conflicting expert evidence on valuation?

Ratio Decidendi

The fair value of Mr McCrum's shares is to be determined by reference to the company's prospects as at 13/14 September 2013, using a cautious approach to the available documentary evidence and expert opinion, cross-checked against sector average profit margins, and discounting for uncertainties and lack of trading history. The court prefers Mr Ashing's methodology with adjustments for reality, resulting in a valuation of £4 million for Mr McCrum's shares (50% of £8 million issued share capital).

Court Disposition

Petition allowed as to valuation; fair value of Mr McCrum's shares determined at £4 million.

Orders

  • Ms Bone and Mr Wilson are required to purchase Mr McCrum's shares for £4 million.
  • Valuation date is 13/14 September 2013.