Zedra Trust Company (Jersey) Ltd v THG PLC & Ors [2023] EWHC 65 (Ch) (18 January 2023)

Zedra Trust Company (Jersey) Ltd v THG PLC & Ors [2023] EWHC 65 (Ch) (18 January 2023)

Zedra failed to establish a properly arguable case that its pre-emption rights were not validly disapplied in relation to the eight share allotments, and failed to provide a credible basis for inferring bad faith or improper purpose by the directors. The proposed amendments to plead the First Complaint lacked real substance and conviction. Permission to re-amend the petition to plead the First Complaint was refused. The Second Complaint was accepted as properly arguable and not time-barred at this stage.

Citation
[2023] EWHC 65 (Ch)
Parties
Petitioner: Zedra Trust Company (Jersey) Limited; Respondents: THG PLC and others
Jurisdiction
England and Wales
Judgment Date
18 January 2023
Procedural Posture
Section 994 Companies Act 2006 Petition (unfair Prejudice) / Application for Permission to Re Amend Petition
Outcome
Permission to re-amend petition to plead First Complaint refused; permission to amend to plead Second Complaint granted.
Legal Topics
Unfair Prejudice, Pre Emption Rights, Share Allotment, Directors' Duties, Amendment of Pleadings, Limitation of Actions
Company Law Equity Civil Procedure Unfair Prejudice Pre Emption Rights Share Allotment Directors' Duties Amendment of Pleadings +1 more

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Parties

Zedra Trust Company (Jersey) Limited

Petitioner

THG PLC and others

Respondents

Procedural Posture

Section 994 Companies Act 2006 Petition (unfair Prejudice) / Application for Permission to Re Amend Petition

Legal Issues

  1. 1 Whether Zedra's pre-emption rights were validly disapplied in relation to eight share allotments
  2. 2 Whether the directors acted in bad faith or for improper purpose in relation to the share allotments
  3. 3 Whether Zedra should be granted permission to re-amend the petition to plead new complaints

Ratio Decidendi

Zedra failed to establish a properly arguable case that its pre-emption rights were not validly disapplied in relation to the eight share allotments, and failed to provide a credible basis for inferring bad faith or improper purpose by the directors. The proposed amendments to plead the First Complaint lacked real substance and conviction. Permission to re-amend the petition to plead the First Complaint was refused. The Second Complaint was accepted as properly arguable and not time-barred at this stage.

Court Disposition

Permission to re-amend petition to plead First Complaint refused; permission to amend to plead Second Complaint granted.

Orders

  • Permission to re-amend petition to plead First Complaint refused.
  • Permission to amend petition to plead Second Complaint granted.