RE GLOBAL MASTER INTERNATIONAL LTD

RE GLOBAL MASTER INTERNATIONAL LTD

The court confirmed the reduction because the special resolution was validly passed in accordance with the Articles, the purpose of the reduction was clearly stated, shareholders would be treated in accordance with the class rights, the Company had no actual or contingent liabilities and had sufficient cash to effect the repayment, notice requirements were satisfied and there was no opposition from creditors or contributories; accordingly it was appropriate to confirm the reduction and to dispense with settlement of a list of creditors.

Citation
RE GLOBAL MASTER INTERNATIONAL LTD
Parties
Petitioner: Global Master International Limited; Shareholder: LDO Management LLC; Shareholder: Service Point Solutions SA
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 February 2004
Case Number
HCMP5426/2003
Procedural Posture
Company Petition for Confirmation of Reduction of Capital / Judgment (hearing and Judgment 3 February 2004)
Outcome
Petition granted; order confirming reduction of capital made
Legal Topics
Reduction of Capital, Share Premium Account, Shareholders' Rights, Articles of Association, Creditor Protection, Companies Ordinance Procedures
Source Language
EN
Company Law Corporate Law Commercial Law Reduction of Capital Share Premium Account Shareholders' Rights Articles of Association Creditor Protection +1 more

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Parties

Global Master International Limited

Petitioner

LDO Management LLC

Shareholder

Service Point Solutions SA

Shareholder

Procedural Posture

Company Petition for Confirmation of Reduction of Capital / Judgment (hearing and Judgment 3 February 2004)

Legal Issues

  1. 1 Whether the proposed reduction of the share premium account may be confirmed by the Court under the Companies Ordinance
  2. 2 Whether the reduction was passed and effected in accordance with the Articles of Association (including class rights and quorum rules)
  3. 3 Whether creditor protection provisions (s.59(2) and settlement of list of creditors) preclude the confirmation

Ratio Decidendi

The court confirmed the reduction because the special resolution was validly passed in accordance with the Articles, the purpose of the reduction was clearly stated, shareholders would be treated in accordance with the class rights, the Company had no actual or contingent liabilities and had sufficient cash to effect the repayment, notice requirements were satisfied and there was no opposition from creditors or contributories; accordingly it was appropriate to confirm the reduction and to dispense with settlement of a list of creditors.

Court Disposition

Petition granted; order confirming reduction of capital made

Orders

  • Order in terms of the draft submitted confirming reduction of the share premium account from HK$23,389,900.00 to HK$15,121,950.00
  • Order for repayment of HK$972.70 per ordinary share to the holder of 8,500 ordinary shares totalling HK$8,267,950.00 to be paid from the Companys bank account