Pender v GGH (Jersey) Limited (Royal Court : Hearing (Civil)) [2025] JRC 094 (2 April 2025)

Pender v GGH (Jersey) Limited (Royal Court : Hearing (Civil)) [2025] JRC 094 (2 April 2025)

The Court determined the fair value of the Plaintiff's 18% shareholding by adopting the previously ordered venture capital valuation methodology, using the Company's FM Lite v2.8 model (with agreed corrections), a 2028 exit year, a cost of equity of 21%, a 5.2% expense reduction in 2028, and modelling SFA facility cashflows as operational cashflow per Mr Arora's approach. The Court rejected further reduction of the cost of equity to 20% and found Mr Arora's proposed 9% expense reduction over-ambitious. The SFA facility was not to be deducted as debt at exit. The final valuation was set at £41.5 million for the Plaintiff's 18% shareholding.

Citation
[2025] JRC 094
Parties
Plaintiff: Plaintiff (Mr Pender); First Defendant: GGH (Jersey) Limited; Second Defendant: PSG
Jurisdiction
Jersey
Judgment Date
02 April 2025
Procedural Posture
Unfair Prejudice Petition Under Companies (jersey) Law 1991 Article 141(1) / Final Valuation and Determination of Share Purchase Price Following Liability and Valuation Judgments
Outcome
Plaintiff's claim for unfair prejudice upheld; final share valuation determined.
Legal Topics
Unfair Prejudice, Share Valuation, Expert Evidence, Remedies for Minority Shareholders
Company Law Equity Unfair Prejudice Share Valuation Expert Evidence Remedies for Minority Shareholders

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Parties

Plaintiff (Mr Pender)

Plaintiff

GGH (Jersey) Limited

First Defendant

PSG

Second Defendant

Procedural Posture

Unfair Prejudice Petition Under Companies (jersey) Law 1991 Article 141(1) / Final Valuation and Determination of Share Purchase Price Following Liability and Valuation Judgments

Legal Issues

  1. 1 What is the fair value of the Plaintiff's 18% shareholding in the Company, accounting for unfair prejudice and applying the Court's valuation methodology?
  2. 2 How should adjustments for the 2028 exit year and SFA facility cashflows be modelled in the valuation?

Ratio Decidendi

The Court determined the fair value of the Plaintiff's 18% shareholding by adopting the previously ordered venture capital valuation methodology, using the Company's FM Lite v2.8 model (with agreed corrections), a 2028 exit year, a cost of equity of 21%, a 5.2% expense reduction in 2028, and modelling SFA facility cashflows as operational cashflow per Mr Arora's approach. The Court rejected further reduction of the cost of equity to 20% and found Mr Arora's proposed 9% expense reduction over-ambitious. The SFA facility was not to be deducted as debt at exit. The final valuation was set at £41.5 million for the Plaintiff's 18% shareholding.

Court Disposition

Plaintiff's claim for unfair prejudice upheld; final share valuation determined.

Orders

  • The Plaintiff's 1 Waterfall Protection Payment Share shall be purchased by PSG at the determined fair value of his 18% shareholding (£41.5 million).
  • The Plaintiff's 100,000 A Preference shares shall be transferred to the Second Defendant in return for withdrawal of the counterclaim.