Estera Trust (Jersey) Ltd & Anor v Singh & Ors

Estera Trust (Jersey) Ltd & Anor v Singh & Ors

The price payable for the Petitioners’ shares is the market value of their minority holding plus 50% of the marriage value released by combining their shares with JS’s, calculated using a 45% minority discount, no portfolio premium, and adjusted net asset value based on audited accounts. Terms of payment allow a first payment within 28 days and balance within 6 months, with interest awarded for delay.

Parties
Petitioner: Estera Trust (Jersey) Limited; Petitioner: Herinder Singh; Respondent: Jasminder Singh; Respondent: Verite Trust Company Limited; Respondent: Jemma Trust Company Limited; Respondent: Edwardian Group Limited; Respondent: Jasminder Singh and Herinder Singh (as trustees of the English Trusts)
Jurisdiction
England and Wales
Judgment Date
08 April 2019
Procedural Posture
Company Petition / Final Judgment
Outcome
Petitioners’ shares to be purchased by Respondents at determined price, with specified payment terms and interest.
Legal Topics
Minority Shareholder Rights, Share Valuation, Unfair Prejudice, Remedies Under Companies Act, Market Value Assessment
Company Law Equity Valuation Minority Shareholder Rights Share Valuation Unfair Prejudice Remedies Under Companies Act Market Value Assessment

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Parties

Estera Trust (Jersey) Limited

Petitioner

Herinder Singh

Petitioner

Jasminder Singh

Respondent

Verite Trust Company Limited

Respondent

Jemma Trust Company Limited

Respondent

Edwardian Group Limited

Respondent

Jasminder Singh and Herinder Singh (as trustees of the English Trusts)

Respondent

Procedural Posture

Company Petition / Final Judgment

Legal Issues

  1. 1 Proper method for valuing minority shareholdings in a private company
  2. 2 Appropriate discount for lack of control and illiquidity
  3. 3 Whether a portfolio premium should be applied to hotel assets

Ratio Decidendi

The price payable for the Petitioners’ shares is the market value of their minority holding plus 50% of the marriage value released by combining their shares with JS’s, calculated using a 45% minority discount, no portfolio premium, and adjusted net asset value based on audited accounts. Terms of payment allow a first payment within 28 days and balance within 6 months, with interest awarded for delay.

Court Disposition

Petitioners’ shares to be purchased by Respondents at determined price, with specified payment terms and interest.

Orders

  • Respondents to purchase Petitioners’ shares for £137,400,000.
  • First payment of £22,500,000 within 28 days; balance within 6 months.