in re World Trade Centre Group Limited

in re World Trade Centre Group Limited

Where (1) a blocked shareholding is contrary to the public interest, (2) adequate investigative steps to identify the beneficial owners have been taken and further inquiry would be futile, and (3) protective measures are imposed for the blocked shareholders and notice safeguards for payment-out, the Court should order a sale under s.46(4); such a Court-ordered sale vests good title in the purchaser.

Citation
in re World Trade Centre Group Limited
Parties
Applicant (company): World Trade Centre Group Limited; Offeror: Rovtec Investments Ltd; Respondent/investigator: Financial Secretary; Interested Party/crown Counsel: Attorney-General
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
15 November 1993
Case Number
HCMP3870/1993
Procedural Posture
Section 46 Application Under the Securities (disclosure of Interests) Ordinance (cap.39) / Judgment (high Court)
Outcome
Order granted
Legal Topics
Disclosure of Interests, Blocked Shares, Court Ordered Sale, Investigation Powers, Nominee Companies, Shareholder Identity
Source Language
EN
Securities Law Company Law Administrative Law Disclosure of Interests Blocked Shares Court Ordered Sale Investigation Powers Nominee Companies +1 more

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Parties

World Trade Centre Group Limited

Applicant (company)

Rovtec Investments Ltd

Offeror

Financial Secretary

Respondent/investigator

Attorney-General

Interested Party/crown Counsel

Procedural Posture

Section 46 Application Under the Securities (disclosure of Interests) Ordinance (cap.39) / Judgment (high Court)

Legal Issues

  1. 1 Whether the Court should order sale of blocked shares under s.46(4) of the Securities (Disclosure of Interests) Ordinance
  2. 2 Whether adequate steps have been taken to ascertain the identity of the shareholders
  3. 3 What protective measures the Court must impose for the interests of blocked shareholders

Ratio Decidendi

Where (1) a blocked shareholding is contrary to the public interest, (2) adequate investigative steps to identify the beneficial owners have been taken and further inquiry would be futile, and (3) protective measures are imposed for the blocked shareholders and notice safeguards for payment-out, the Court should order a sale under s.46(4); such a Court-ordered sale vests good title in the purchaser.

Court Disposition

Order granted

Orders

  • Order under s.46(4) granted to authorise sale of 179,420,000 blocked shares
  • Registrar authorised to sell the shares on the open market within 7 days if feasible; if not feasible, shares to be tendered to Rovtec Investments Ltd at HKD 1.96 per share if the Offer remains unconditional