Reed Smith Client Alerts

At any time when a judicial management order is in force, a creditor or member of the company may apply to the court for an order to protect the interests of the creditors or members. The right exists under (then) section 227R of the Companies Act (Cap. 50, 2006 Rev Ed) (CA), now re-enacted as section 115 of the Insolvency, Restructuring and Dissolution Act 2018 (IRDA).

Re HTL International Holdings Pte Ltd [2021] SGHC 86 is the first reported decision in Singapore where the High Court examined the operation of section 227R of the CA, setting out the leading analysis on what constitutes ‘unfair prejudice’ before the courts may be so persuaded to intervene and displace any discretion properly exercised by the judicial managers.

Reed Smith Resource Law acted for the Judicial Managers as corporate counsel for this matter.

作者: Kyri Evagora Kohe Hasan Bernard Yee (Resource Law LLC), Johnny Lim (Resource Law LLC), Collin Seah (Resource Law LLC), Adrian Aw (Resource Law LLC)

Background

HTL International Holdings Pte Ltd (the Company) was placed under interim judicial management in May 2020 and continued under judicial management in July 2020. The interim judicial managers continued as judicial managers (JMs). A share purchase agreement was entered into for the sale of all of the Company’s subsidiaries to Golden Hill Capital Pte Ltd (the Purchaser). Prior to completion of the sale, a competing offer was put forth by Man Wah Holdings Ltd (the Competitor). The JMs invited both bidders to put forth final offers by a certain deadline, and ultimately decided to continue with the original sale to the Purchaser. The shareholders of the Company, preferring the offer made by the Competitor, then sought to make an application to set aside the sale, arguing, amongst other things, ‘unfair prejudice’ on the part of the JMs.

Decision

The High Court found that, on the facts presented, there was nothing showing that the decision of the JMs was plainly wrongful, conspicuously unfair or perverse. It could not thus be said that the JMs’ decision was unfairly prejudicial to the shareholders of the company. The application to set aside the original sale was therefore refused.