3 Sept 2010
PEARLDELTA GROUP LTD v. HUGE WINNERS INTERNATIONAL LTD AND OTHERS
- Citation
- PEARLDELTA GROUP LTD v. HUGE WINNERS INTERNATIONAL LTD AND OTHERS
- Court
- Court of Appeal
- Case number
- CACV105/2010
The Court held that clause 7 adjustments to the Conversion Price could not be applied because NPAT had not been properly determined and certified in accordance with the SIA (audit committee had not adopted the accounts; the RSM report contained disclaimers) and because a negative NPAT cannot produce a lawful multiplicative reduction under the clause. The plaintiff therefore was not entitled to the adjusted Conversion Price or 10 million shares. The plaintiff was only entitled to redemption under formula (i) (12% IRR), the parties having agreed the relevant calculation basis and having effecti…