Zedra Trust Company (Jersey) Limited v THG plc

On 18th January 2023, Fancourt J handed down judgment in the ongoing unfair prejudice petition Zedra Trust Company (Jersey) Limited v THG plc [2023] EWHC 65 (Ch), after the Court of Appeal had in 2021 struck out complaints that Zedra’s shareholding had been diluted [2021] EWCA Civ 904.

Zedra applied to amend the petition to add claims that the directors had failed properly to disapply Zedra’s rights of pre-emption in relation to 8 allotments of shares between February 2016 and April 2018, which had raised in excess of £250 million from institutional investors. While Zedra failed to quantify them, it is estimated the claims against the directors could have been worth in the region of £100 million.

Fancourt J dismissed the application in this respect, holding that there was no sufficiently substantial case in relation to any of the 8 share allotments to permit Zedra to pursue such claims. Accordingly, the substantial claim could not proceed.

The Judge permitted Zedra to amend to add a much smaller claim in respect of variation of dividend rights in July 2016, with a potential value of £1.9 million, holding that there was binding Court of Appeal authority that there is no limitation period applicable to an unfair prejudice petition so that the new claim was not barred by limitation. However, he held that the respondents would be free to argue at trial that financial relief should be refused on the grounds of delay in bringing forward this claim. The respondents will be seeking permission to appeal this part of his ruling.

As they had in the Court of Appeal, Lance Ashworth KC and Dan McCourt Fritz (who will be formally appointed KC on 27th March 2023) acted for the successful company and director respondents, instructed by Catherine Naylor and Tom Cox at Gowling WLG.

Paul Chaisty KC acted for the petitioner.

The judgment can be viewed here.