SECTION 103 OF THE COMPANIES ACT, 1981 – SHARES – COMPULSORY PURCHASE – MINORITY SHAREHOLDER – STATUTORY INTERPRETATION
Under section 103 of the Companies Act, 1981 (the “1981 Act”), the holders of not less than 95% of the shares in a company can issue a notice (“a Section 103 notice”) to acquire the shares of the remaining shareholders on the terms set out in the notice, or, if any of the remaining shareholders applies to the Court, at a price to be set by the Court.
In this matter, the Respondents gave notice to the Applicant under Section 103(1) of their intention to acquire the Applicant’s ordinary shares in Viking River Cruises Limited (the “Company”) at a price specified in the notice. The notice was dated 29 September 2011 and the Respondents received it on 4 October 2011. The Respondents had the right to issue the notice because they held more than 95% of the ordinary shares in the Company. On 24 September 2012, the Respondents transferred all of their shares in the Company to a company called Viking Cruises Ltd (“VCL”). By an originating summons dated 28 October 2011, which was issued pursuant to Section 103(2), the Applicant applied to the Court to appraise the value of its shares.