Representation of Samvardhana Motherson Global Holdings Ltd [2014] JRC 122 (04 June 2014)

Representation of Samvardhana Motherson Global Holdings Ltd [2014] JRC 122 (04 June 2014)

The requirements of Article 121(5) Companies (Jersey) Law 1991 are satisfied: reasonable enquiry was made to trace the untraceable shareholder; the threshold for compulsory acquisition is met if untraceable shares are included; the offer is fair and reasonable as accepted by all other minority shareholders; and it is just and equitable to make the order given the absence of opposition and the protections available to minority shareholders.

Citation
[2014] JRC 122
Parties
Company: Samvardhana Motherson Reflectec Group Holdings Limited; Representor/offeror: Samvardhana Motherson Global Holdings Limited; Representor/offeror: Dr Schefenacker; Minority Shareholder: Satellite Senior Income Fund LLC; Minority Shareholder: Oesterreichische Volksbanken AG; Independent Directors: Ogier Fiduciary Services (Simon Mackenzie, Jo Pitcher)
Jurisdiction
Jersey
Judgment Date
04 June 2014
Procedural Posture
Company Law—takeover/squeeze Out Application / Judgment on Application for Order Under Article 121(5) Companies (jersey) Law 1991
Outcome
Order granted authorising compulsory acquisition of minority shares under Article 121(5) Companies (Jersey) Law 1991.
Legal Topics
Compulsory Acquisition of Shares, Takeover Offers, Minority Shareholder Rights, Untraceable Shareholders, Fairness of Offer, Court's Discretion in Company Law
Company Law Corporate Finance Compulsory Acquisition of Shares Takeover Offers Minority Shareholder Rights Untraceable Shareholders Fairness of Offer Court's Discretion in Company Law

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Parties

Samvardhana Motherson Reflectec Group Holdings Limited

Company

Samvardhana Motherson Global Holdings Limited

Representor/offeror

Dr Schefenacker

Representor/offeror

Satellite Senior Income Fund LLC

Minority Shareholder

Oesterreichische Volksbanken AG

Minority Shareholder

Ogier Fiduciary Services (Simon Mackenzie, Jo Pitcher)

Independent Directors

Procedural Posture

Company Law—takeover/squeeze Out Application / Judgment on Application for Order Under Article 121(5) Companies (jersey) Law 1991

Legal Issues

  1. 1 Whether the court should authorise compulsory acquisition of minority shares under Article 121(5) Companies (Jersey) Law 1991 where a significant minority shareholder is untraceable
  2. 2 Whether the offer to minority shareholders is fair and reasonable
  3. 3 Whether it is just and equitable to make the order sought

Ratio Decidendi

The requirements of Article 121(5) Companies (Jersey) Law 1991 are satisfied: reasonable enquiry was made to trace the untraceable shareholder; the threshold for compulsory acquisition is met if untraceable shares are included; the offer is fair and reasonable as accepted by all other minority shareholders; and it is just and equitable to make the order given the absence of opposition and the protections available to minority shareholders.

Court Disposition

Order granted authorising compulsory acquisition of minority shares under Article 121(5) Companies (Jersey) Law 1991.

Orders

  • Representors authorised to issue Squeeze Out Notices to Minority Shareholders under Article 117(1) Companies (Jersey) Law 1991.