Pender v GGH (Jersey) Limited and Ors [2024] JRC 117 (17 May 2024)

Pender v GGH (Jersey) Limited and Ors [2024] JRC 117 (17 May 2024)

The Court determined that the most appropriate basis for valuation is the latest approved financial model (FM Lite v2.8), subject to correction of identified model errors, and that sales and expenses inputs should reflect actual outperformance and achievable cost savings. The IFRS/BE ratio should not be applied in a manner that artificially depresses value, especially where not required by the company's regulatory status. The experts are directed to agree the valuation using these parameters, failing which the Court will decide outstanding points.

Citation
[2024] JRC 117
Parties
Plaintiff: Plaintiff (Pender); First Defendant: GGH (Jersey) Limited; Second Defendant: PSG (Punter Southall Group)
Jurisdiction
Jersey
Judgment Date
17 May 2024
Procedural Posture
Unfair Prejudice Petition Under Companies (jersey) Law 1991, Article 141(1) / Post Trial Valuation Determination Following Liability Judgment
Outcome
Directions issued for experts to value Plaintiff's shares using latest approved model (FM Lite v2.8) with specified adjustments; final purchase price to be determined following expert reports.
Legal Topics
Unfair Prejudice, Share Valuation, Minority Shareholder Rights, Remedies Under Companies (jersey) Law 1991
Company Law Equity Unfair Prejudice Share Valuation Minority Shareholder Rights Remedies Under Companies (jersey) Law 1991

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Parties

Plaintiff (Pender)

Plaintiff

GGH (Jersey) Limited

First Defendant

PSG (Punter Southall Group)

Second Defendant

Procedural Posture

Unfair Prejudice Petition Under Companies (jersey) Law 1991, Article 141(1) / Post Trial Valuation Determination Following Liability Judgment

Legal Issues

  1. 1 Appropriate methodology and inputs for valuing minority shareholding following finding of unfair prejudice
  2. 2 Whether to use latest financial model (FM Lite v2.8) for valuation
  3. 3 Appropriate adjustments for sales, expenses, and IFRS/BE ratio in valuation model

Ratio Decidendi

The Court determined that the most appropriate basis for valuation is the latest approved financial model (FM Lite v2.8), subject to correction of identified model errors, and that sales and expenses inputs should reflect actual outperformance and achievable cost savings. The IFRS/BE ratio should not be applied in a manner that artificially depresses value, especially where not required by the company's regulatory status. The experts are directed to agree the valuation using these parameters, failing which the Court will decide outstanding points.

Court Disposition

Directions issued for experts to value Plaintiff's shares using latest approved model (FM Lite v2.8) with specified adjustments; final purchase price to be determined following expert reports.

Orders

  • Experts to use FM Lite v2.8 as base model for valuation, subject to correction of EBITDA and in-force book errors.
  • Sales APE for 2027 to be set at £111 million, reflecting Scenario 2 (12.7% uplift).