18th – 19th May 2021
By Appellants Notice filed on 28 February 2020, within the extended deadline set by the lower court, the Respondents to the Petition below (R) appeal paragraphs 1 and 6 of the order of HHJ Eyre QC dated 10 February 2020 sitting as a High Court Judge at a consequentials hearing following his judgment handed down on 17 January 2020, whereby he (1) dismissed R’s application to strike out the Petition presented under s994 Companies Act 2006 by the Zedra Trust Company (Jersey) Limited (P) in whole or in part (6) ordered R to pay P’s costs of the application summarily assessed at 80,000.
R1 is a company focusing on digital retail in the beauty and wellbeing sectors. The remaining 14 R’s are/were Directors of R1; 5 are also shareholders in R1. P is a professional trust company which holds shares in R1 for the trust’s beneficiary Oliver Nabahar-Cookson. P acquired a c 13% shareholding in R1 in 2011 in exchange for R1’s purchase of Mr Cookson’s company. He became a Director of R1 but the relationship broke down. In 2018 P converted certain (A4) shares into B shares which had no co-sale rights. P alleges bad faith,and/or improper purposes and unfair prejudicial dealing in relation to that conversion (as other shareholders’ share conversions retained co-sale rights), as to dilution of P’s shareholding by issue rights and alleges an information obligation arose from a shareholders agreement.
Lower Court Judgment: