KIRI INDUSTRIES LIMITED v SENDA INTERNATIONAL CAPITAL LIMITED & Anor [2024] SGHC(I) 14 (20 May 2024)

KIRI INDUSTRIES LIMITED v SENDA INTERNATIONAL CAPITAL LIMITED & Anor [2024] SGHC(I) 14 (20 May 2024)

The court ordered an en bloc sale of Kiri's and Senda's shares in DyStar, to be conducted by court-appointed receivers from Deloitte, with Kiri to receive US$603.8m in priority from the sale proceeds, reflecting the assessed value of its shares as at the date of judgment. No interest or legal costs are to be given priority. The en bloc sale is to be completed by 31 December 2025, with no reserve price set.

Citation
[2024] SGHC(I) 14
Parties
Plaintiff: Kiri; First Defendant: Senda; Second Defendant: DyStar
Jurisdiction
Singapore
Judgment Date
20 May 2024
Procedural Posture
Oppression Remedy / Company Law / Post Judgment, Substitute Relief After Non Compliance With Buy Out Order
Outcome
En bloc sale of Kiri's and Senda's shares in DyStar ordered; Kiri to receive US$603.8m in priority from sale proceeds; no interest or legal costs awarded in priority; receivers from Deloitte appointed to conduct sale; long-stop date 31 December 2025.
Legal Topics
Oppression Remedy, Shareholder Disputes, Buy Out Orders, En Bloc Sale, Priority of Distribution, Interest on Buy Out Price
Company Law Equity Oppression Remedy Shareholder Disputes Buy Out Orders En Bloc Sale Priority of Distribution Interest on Buy Out Price

Case Brief

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Parties

Kiri

Plaintiff

Senda

First Defendant

DyStar

Second Defendant

Procedural Posture

Oppression Remedy / Company Law / Post Judgment, Substitute Relief After Non Compliance With Buy Out Order

Legal Issues

  1. 1 Whether an en bloc sale or winding up is the appropriate remedy for oppression
  2. 2 How proceeds of an en bloc sale should be distributed between Kiri and Senda
  3. 3 Whether Kiri is entitled to interest on the buy-out price

Ratio Decidendi

The court ordered an en bloc sale of Kiri's and Senda's shares in DyStar, to be conducted by court-appointed receivers from Deloitte, with Kiri to receive US$603.8m in priority from the sale proceeds, reflecting the assessed value of its shares as at the date of judgment. No interest or legal costs are to be given priority. The en bloc sale is to be completed by 31 December 2025, with no reserve price set.

Court Disposition

En bloc sale of Kiri's and Senda's shares in DyStar ordered; Kiri to receive US$603.8m in priority from sale proceeds; no interest or legal costs awarded in priority; receivers from Deloitte appointed to conduct sale; long-stop date 31 December 2025.

Orders

  • Kiri's and Senda's shares in DyStar to be sold en bloc by joint and several receivers from Deloitte.
  • No reserve price for the en bloc sale.