PLACING AGREEMENT – CHANGE OF CONTROL – URGENT INJUNCTION TO RESTRAIN SPECIAL GENERAL MEETING – APPROPRIATE FORUM (BVI)
Paladin Limited, the first Defendant, is a Bermudian company listed on the Hong Kong Stock Exchange which is ultimately owned by various members of the Oung family. The present proceedings were commenced by the controllers of the first Defendant to challenge the implementation and validity of a 29 April 2014 Placing Agreement and resolution transferring control over Paladin to the second and third Defendants, and purportedly approved by Paladin’s Board of Directors on 19 May 2014.
On 21 May 2014, Hellman J granted an, ex parte, injunction restraining the implementation by Paladin of the said Placing Agreement. Following an inter partes hearing on 29 May 2014, he discharged that injunction on the grounds that, inter alia, there was no serious issue to be tried and that damages would have been an adequate remedy. On 13 June 2014, the Plaintiffs filed a Statement of Claim in which an additional complaint emerged. The Board of Paladin was alleged to have failed to convene a special general meeting (“SGM”) requisitioned by the first and second Plaintiffs under Section 74 of the Companies Act, 1981, who accordingly themselves convened the SGM for 16 June 2014. The Defence filed on 26 June 2014 countered that the Board itself had duly convened a SGM and that the 16 June 2014 SGM had not been validly convened. The purpose of the SGM was in practical terms for the controllers of Paladin to reassert control of the composition of the Board.