AMG Global Nominees (Private) Ltd v SMM Holdings Ltd & Anor.

AMG Global Nominees (Private) Ltd v SMM Holdings Ltd & Anor.

ARL was not in default under SPA and MDC as no evidence showed surplus export proceeds were withheld; T & N's power of sale had not arisen, so AMG did not acquire valid title under SSA. SPA did not constitute unlawful financial assistance under Companies Act 1985 as SMMZ was a foreign subsidiary and assistance was lawful under Zimbabwean law.

Parties
Claimant: AMG Global Nominees (Private) Limited; Defendant: SMM Holdings Limited; Defendant: THZ Holdings Limited; Part 20 Claimant: Africa Resources Limited
Jurisdiction
England and Wales
Judgment Date
13 February 2008
Procedural Posture
Civil / Judgment
Outcome
ARL broadly succeeds in its Part 20 Claim, save that it is not entitled to an order for delivery up of the share warrants if still in possession of T & N by its administrators.
Legal Topics
Rectification of Register, Mortgagee's Power of Sale, Financial Assistance, Share Purchase Agreements, Default Under Security Agreements
Company Law Contract Law Rectification of Register Mortgagee's Power of Sale Financial Assistance Share Purchase Agreements Default Under Security Agreements

Case Brief

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Parties

AMG Global Nominees (Private) Limited

Claimant

SMM Holdings Limited

Defendant

THZ Holdings Limited

Defendant

Africa Resources Limited

Part 20 Claimant

Procedural Posture

Civil / Judgment

Legal Issues

  1. 1 Whether AMG acquired title to bearer share warrants under mortgagee's sale
  2. 2 Whether ARL was in default under SPA and MDC
  3. 3 Whether SPA constituted unlawful financial assistance under Companies Act 1985

Ratio Decidendi

ARL was not in default under SPA and MDC as no evidence showed surplus export proceeds were withheld; T & N's power of sale had not arisen, so AMG did not acquire valid title under SSA. SPA did not constitute unlawful financial assistance under Companies Act 1985 as SMMZ was a foreign subsidiary and assistance was lawful under Zimbabwean law.

Court Disposition

ARL broadly succeeds in its Part 20 Claim, save that it is not entitled to an order for delivery up of the share warrants if still in possession of T & N by its administrators.

Orders

  • Declaration that ARL is entitled to bearer share warrants subject to T & N's continuing security for payment of balance and accrued interest.
  • If share warrants delivered to AMG under SSA, order for their return.