Home Information Cases Alexia Diane Donlon v Greythorn Holdings Ltd sub nom In the matter of Greythorn Ltd (2001)

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Alexia Diane Donlon v Greythorn Holdings Ltd sub nom In the matter of Greythorn Ltd (2001)

Summary

It was arguable not only that a person invoking the compulsory acquisition procedure under ss.428 to 430F Companies Act 1985 had no right to withdraw a notice given under s.429 of the Act, but also that the court had jurisdiction to require that person to purchase the shares of any dissenting shareholder on such terms as the court thought fit.

Facts

Defendant's ('GHL') applications for: (a) an order pursuant to CPR Part 3 striking out the claim form on the ground that GHL consented to the primary relief sought; or (b) an order pursuant to CPR Part 24 for summary judgment on part of the claim. In March 2001 GHL made a take-over offer for the entire issued share capital of a company in which the claimant ('C') was a minority shareholder. C did not accept that offer. Having received acceptances for not less than 90 per cent of the nominal value of the shares in the company, GHL invoked the compulsory acquisition procedure contained in ss.428 to 430 F Companies Act 1985 by giving notice to C under s.429 of its intention to acquire her shares on the terms of the offer. C applied to the court under s.430C of the Act for an order either that: (i) GHL was not entitled and bound to acquire her shares; or that (ii) different terms to those of the offer should apply to the acquisition. By open letter in June 2001 GHL notified C that it no longer wished to proceed with the offer as regards her shares and that it would consent to an order in the terms of (i) and would pay her costs of the proceedings. C refused to discontinue the proceedings on those terms. By these applications GHL contended that: (a) C's primary relief having been conceded, she should not be permitted to proceed on a different basis for alternative relief; and (b) once an offeror such as GHL had accepted a shareholder's unequivocal intention not to sell at the offer price and had conceded that it was not entitled to acquire the relevant shares by compulsion, there was no longer jurisdiction in the court to require the offeror to acquire the shares on terms dictated by the court.

Held

(1) C's claim form did not express any preference about the relief sought. It merely stated, in terms of s.430C, the orders that the court might make. C was entitled to wait until trial before making her election about her preferred form of relief. (2) It was at least arguable not only that a person invoking the compulsory acquisition procedure under ss.428 to 430F of the Act had no right to withdraw a notice given under s.429 of the Act, but also that the court had jurisdiction to require that person to purchase the shares of any dissenting shareholder on such terms as the court thought fit.

Applications dismissed.

Chancery Division
Robert Hildyard QC
Judgment date
18 December 2001
References

​LTL 17/1/2002 : (2002) 1 BCLC 437

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