RE PCCW LTD

RE PCCW LTD

The court declined to order the SFC to pay costs arising from its intervention but exercised its discretion to order that the costs of the objecting shareholders be borne by PCCW Limited, to be taxed on a party-and-party basis if not agreed, because the shareholders were being compulsorily acquired, their objections were well-founded and assisted the court.

Citation
RE PCCW LTD
Parties
Petitioner: Petitioner; Company: PCCW Limited; Joint Offerors: Pacific Century Regional Developments Limited and Starvest Limited; Intervener: Securities and Futures Commission; Interested Party: China Netcom Corporation (BVI) Limited; Shareholders/objectors: Wong Yuk Kwun; Hung Sau Chun; Wong Lai Chun
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
6 April 2009
Case Number
HCMP2382/2008
Procedural Posture
Scheme of Arrangement; Costs Application / Judgment on Costs (hearing 1 2 April 2009; Judgment 6 April 2009)
Outcome
Order declined against the Securities and Futures Commission; no costs application from the Joint Offerors; shareholders' costs ordered to be borne by PCCW Limited and to be taxed party-and-party if not agreed.
Legal Topics
Scheme of Arrangement, Costs Orders, Regulatory Intervention, Objector Costs
Source Language
EN
Company Law Civil Procedure Costs Securities Regulation Scheme of Arrangement Costs Orders Regulatory Intervention Objector Costs

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Parties

Petitioner

Petitioner

PCCW Limited

Company

Pacific Century Regional Developments Limited and Starvest Limited

Joint Offerors

Securities and Futures Commission

Intervener

China Netcom Corporation (BVI) Limited

Interested Party

Wong Yuk Kwun; Hung Sau Chun; Wong Lai Chun

Shareholders/objectors

Procedural Posture

Scheme of Arrangement; Costs Application / Judgment on Costs (hearing 1 2 April 2009; Judgment 6 April 2009)

Legal Issues

  1. 1 Whether the Securities and Futures Commission should be ordered to pay costs occasioned by its intervention
  2. 2 Whether objecting shareholders should have their costs borne by the company whose shares are compulsorily acquired
  3. 3 What legal principle governs costs in scheme of arrangement hearings and the extent of objectors' immunity from ordinary costs rules

Ratio Decidendi

The court declined to order the SFC to pay costs arising from its intervention but exercised its discretion to order that the costs of the objecting shareholders be borne by PCCW Limited, to be taxed on a party-and-party basis if not agreed, because the shareholders were being compulsorily acquired, their objections were well-founded and assisted the court.

Court Disposition

Order declined against the Securities and Futures Commission; no costs application from the Joint Offerors; shareholders' costs ordered to be borne by PCCW Limited and to be taxed party-and-party if not agreed.

Orders

  • No order for costs against the Securities and Futures Commission
  • No costs application granted for the Joint Offerors