New Zealand Case Law: Decisions & Judgments

Topic

Share cancellation

Legal area

Court

1 Mar 2022

RE TOWER LIMITED [2022] NZHC 328

Citation

[2022] NZHC 328
Court

High Court

The Court sanctioned the arrangement because Tower substantially complied with statutory and procedural requirements (any deviation was unavoidable and non-prejudicial), provided full and fair information to shareholders, the single shareholder class was fairly represented and voted overwhelmingly in favour, the Board unanimously supported the return of capital and Tower retained solvency; accordingly the arrangement is fair and equitable and may be ordered binding under s236.
27 Apr 2017

NZ OIL & GAS LTD [2017] NZHC 810

Citation

[2017] NZHC 810
Court

High Court

Applying the Re CM Banks four‑part test, the Court found statutory procedures were complied with, the arrangement was fairly presented, the requisite class majorities voted and did so bona fide, and a reasonable and honest business person could approve the scheme as it was fair and equitable; additional approvals (NZX, IRD ruling, Takeovers Panel) and a directors' solvency certificate supported that creditors would not be prejudiced, therefore the Court granted final orders under s 236 approving and making the arrangement binding.
16 Mar 2017

RADIUS PROPERTIES LIMITED [2017] NZHC 473

Citation

[2017] NZCCLR10
Court

High Court

The Court approved the s 236 scheme because statutory procedures and s 236A voting thresholds were satisfied, shareholders were properly informed and meetings fairly conducted, an independent valuation supported the 56 cent per share consideration as fair value (mid‑point of 51–61 cents), dissentients' interests were considered and the arrangement was fair and equitable in all the circumstances.
7 Dec 2016

In the matter of TENON LIMITED [2016] NZHC 2947

Citation

[2016] NZHC 2947
Court

High Court

The Court granted approval under s236 because Tenon complied with procedural requirements, the proposed arrangement was overwhelmingly approved by shareholders, no creditors or employees would be prejudiced, the directors certified post-implementation solvency, and the pro rata cancellation fairly and equitably returns capital to all shareholders.
9 Feb 2016

KIRKCALDIE & STAINS LIMITED v THE KIRKCALDIE & STAINS TRUSTEE COMPANY LIMITED [2016] NZHC 112

Citation

[2016] NZHC 112
Court

High Court

The Court sanctioned the proposed arrangement because statutory requirements and procedural protections were satisfied: the arrangement had been fairly put to a single class of shareholders which overwhelmingly approved it, creditors were adequately protected by projected retained cash and escrow provisions, trustee company participation caused no material prejudice and could be authorised under s236(1) notwithstanding s67B(2) if necessary, and it was appropriate to exercise s237(1)(f) to cancel residual trustee shares and wind up the employee share scheme; orders were made conditional on com…

New Zealand Case Law

RE TOWER LIMITED [2022] NZHC 328

NZ OIL & GAS LTD [2017] NZHC 810

RADIUS PROPERTIES LIMITED [2017] NZHC 473

In the matter of TENON LIMITED [2016] NZHC 2947

KIRKCALDIE & STAINS LIMITED v THE KIRKCALDIE & STAINS TRUSTEE COMPANY LIMITED [2016] NZHC 112