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Offshore Cases

(1) MFP-2000, LP -v- (1) Viking Capital Limited (2) Misa Investments Limited [2014] CA (Bda) 1 Civ (22 July 2014)

July 2014 Companies

BERMUDA

COURT OF APPEAL

SECTION 103 OF THE COMPANIES ACT, 1981 - MINORITY SHAREHOLDER - DEFINITION OF HOLDER AND PURCHASER

On 29 September 2011, Viking Capital Ltd & Misa Investment Ltd (“V&M”), 95% majority holders of the relevant ordinary shares in Viking River Cruises Ltd. (“VRC”), gave a Section 103(1) notice to MFP-2000 to purchase its 2.4% minority holdings of ordinary shares in VRC. Following the activation by that notice of the appraisal process, V&M transferred all of their 95% majority holdings to an associated company, Viking Cruises Ltd (“VC”). In the resultant re-structuring of V&M and its associated companies, VC emerged as the holders of virtually all of VRC. In short, the 95% majority shareholders of VRC transferred all their shares in it to themselves under another corporate name.

Section 103(1) of the Companies Act, 1981 identifies the start of a mechanism described in the remainder of the section by which holders of a 95% majority of shares or class of shares, on service of a notice on the remaining minority holders, may compulsorily purchase the latter’s shares, subject to entitling them all to the same terms. On V&M’s case, 95% majority holders, responsible for initiating such a process, may have recourse to the mechanism for which it provides, whether or not thereafter they, the 95% majority holders, retain their holdings. On MFP’s case, V&M, having divested themselves of their 95% majority holdings following service of the notice on which they rely, had no locus standi to resort to Section 103.

 

To continue reading full articles in PDF format:
(1) MFP-2000, LP -v- (1) Viking Capital Limited (2) Misa Investments Limited [2014] CA (Bda) 1 Civ (22 July 2014)

 

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EDITOR & HEAD OF LITIGATION BERMUDA

Christian R. Luthi
Tel: +1 441 298 7814
Email: christian.luthi@conyersdill.com


Head of Litigation British virgin islands

Mark J. Forte
Tel: +1 284 852 1113
Email: mark.forte@conyersdill.com


Head of Litigation Cayman Islands

Paul Smith
Tel: +1 345 814 7777
Email: paul.smith@conyersdill.com


HEAD OF THE ASIA DISPUTES & RESTRUCTURING GROUP

Nigel K. Meeson, QC
Tel: +852 2842 9553
Email: nigel.meeson@conyersdill.com

Offshore Cases

(1) MFP-2000, LP -v- (1) Viking Capital Limited (2) Misa Investments Limited [2014] CA (Bda) 1 Civ (22 July 2014)

18 July 2014

BERMUDA

COURT OF APPEAL

SECTION 103 OF THE COMPANIES ACT, 1981 - MINORITY SHAREHOLDER - DEFINITION OF HOLDER AND PURCHASER

On 29 September 2011, Viking Capital Ltd & Misa Investment Ltd (“V&M”), 95% majority holders of the relevant ordinary shares in Viking River Cruises Ltd. (“VRC”), gave a Section 103(1) notice to MFP-2000 to purchase its 2.4% minority holdings of ordinary shares in VRC. Following the activation by that notice of the appraisal process, V&M transferred all of their 95% majority holdings to an associated company, Viking Cruises Ltd (“VC”). In the resultant re-structuring of V&M and its associated companies, VC emerged as the holders of virtually all of VRC. In short, the 95% majority shareholders of VRC transferred all their shares in it to themselves under another corporate name.

Section 103(1) of the Companies Act, 1981 identifies the start of a mechanism described in the remainder of the section by which holders of a 95% majority of shares or class of shares, on service of a notice on the remaining minority holders, may compulsorily purchase the latter’s shares, subject to entitling them all to the same terms. On V&M’s case, 95% majority holders, responsible for initiating such a process, may have recourse to the mechanism for which it provides, whether or not thereafter they, the 95% majority holders, retain their holdings. On MFP’s case, V&M, having divested themselves of their 95% majority holdings following service of the notice on which they rely, had no locus standi to resort to Section 103.

 

To continue reading full articles in PDF format:
(1) MFP-2000, LP -v- (1) Viking Capital Limited (2) Misa Investments Limited [2014] CA (Bda) 1 Civ (22 July 2014)

 

 

EDITOR & HEAD OF LITIGATION BERMUDA

Christian R. Luthi
Tel.: +1 441 298 7814
Email.: christian.luthi@conyersdill.com


Head of Litigation British virgin islands

Mark J. Forte
Tel.: +1 284 852 1113
Email.: mark.forte@conyersdill.com


Head of Litigation Cayman Islands

Paul Smith
Tel.: +1 345 814 7777
Email.: paul.smith@conyersdill.com


HEAD OF THE ASIA DISPUTES & RESTRUCTURING GROUP

Nigel K. Meeson, Q.C.
Tel.: +852 2842 9553
Email.: nigel.meeson@conyersdill.com