Feb 2012
BERMUDA
SUPREME COURT
COMPANIES – COMPANIES ACT S.111 – UNFAIR PREJUDICE – STRIKE OUT
This was an application to strike out an unfair prejudice petition in oppression proceedings brought by shareholders in respect of Full Apex, a company in the business of producing PET pre-forms and bottles which is listed on the Singapore Stock Exchange. The Petitioners allege that the conduct of the majority of the Company was unfairly prejudicial on the basis that: (1) there had been manipulation of the Company’s accounts and a delisting proposal put forward on the basis of the accounts manipulation; (2) the requests for explanations and information had been ignored; (3) a transaction involving a reorganisation and the sale of certain assets was a transaction at an undervalue.
The Respondents sought to strike the petition out on the basis that: (a) the Petitioners lacked standing to bring the petition for two reasons under Section 163(a) as they were not “contributories”, not having held their shares for more than six months – a requirement of bringing a winding up petition.