Zedra Trust Company (Jersey) Limited v THG Plc & Ors.

Zedra Trust Company (Jersey) Limited v THG Plc & Ors.

Permission to re-amend the petition to plead the First Complaint (breach of pre-emption rights and bad faith in share allotments) is refused as Zedra failed to establish a properly arguable case with sufficient evidential foundation. Permission to re-amend to plead the Second Complaint (exclusion from bonus share issue) is granted, as limitation does not bar such claims in unfair prejudice petitions.

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

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Parties

Zedra Trust Company (Jersey) Limited

Petitioner

THG PLC and others

Respondents

Procedural Posture

Petition Under Section 994 Companies Act 2006 / Application for Permission to Re Amend Petition

Legal Issues

  1. 1 Whether permission should be granted to re-amend the petition to plead breaches of pre-emption rights and exclusion from bonus share issue
  2. 2 Whether the directors acted in bad faith or for improper purpose in share allotments
  3. 3 Whether limitation bars the Second Complaint

Ratio Decidendi

Permission to re-amend the petition to plead the First Complaint (breach of pre-emption rights and bad faith in share allotments) is refused as Zedra failed to establish a properly arguable case with sufficient evidential foundation. Permission to re-amend to plead the Second Complaint (exclusion from bonus share issue) is granted, as limitation does not bar such claims in unfair prejudice petitions.

Court Disposition

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

Orders

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