you have quoted UK law. See below re some Aust case law on this. Murdoch papers report that large shareholders are procuring a separate experts report that would challenge the financial analysis used by KPMG.
https://www.maddocks.com.au/deed-ad...nsfer-shares-against-shareholders-objections/
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Conclusion
Section 444GA is a valuable tool for proponents of deeds of company arrangement, particularly where recapitalisation proposals are contemplated. The BCD Decision confirms that leave is likely to be granted where a transfer of shares is necessary to produce benefits to creditors under a deed of company arrangement, subject to balancing any unfair prejudice to shareholders. Leave can and will be granted in the face of shareholders’ objections.
The critical consideration is that the shareholder will suffer no unfair prejudice in the event of the transfer of their shares. In most cases the simple answer is that shareholders cannot complain about any prejudice, let alone unfair prejudice, if there is no residual value in the company.
Section 444GA contemplates that shares will be divested for no consideration, which may seem a drastic measure. However, by considering factors such as those in the Re Diverse Decision, the Court ensures that a balance is struck between shareholders’ rights and the object of the administration process, which is to obtain the best possible return for creditors and shareholders.
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In Lewis, Re Diverse Barrel Solutions Pty Ltd [2014] FCA 53 (Re Diverse Decision) White J gave leave to deed administrators to transfer shares in the company in order to achieve a return to creditors under a deed of company arrangement. His Honour considered that section 444GA(3) contemplated some prejudice to shareholders in the loss of their shares. Relevant matters in assessing whether that prejudice was unfair involved a comparison of shareholder’s position having regard to matters such as:
whether the shares have any residual value which may be lost to the existing shareholders
whether there is a prospect of the shares obtaining some value within a reasonable time (in the absence of the proposed transfer)
the steps or measures necessary before the prospect of the shares attaining some value may be realised
the attitude of the existing shareholders to providing the means by which the shares may obtain some value or by which the company may continue in existence.
TEN Price at posting:
16.0¢ Sentiment: None Disclosure: Held
