Key Facts
- •The Panel on Takeovers and Mergers (Panel) sought court orders to secure compliance with rulings against three defendants (Balfour-Lynn, Singh, Aspland-Robinson) for breaching the City Code on Takeovers and Mergers.
- •The breach involved the undisclosed acquisition of over 30% of MWB Group Holdings Plc shares, misleading shareholders about concert party arrangements.
- •The Panel's Hearings Committee ordered the defendants to pay £43,996,510.92 in compensation plus £850,000 in fees, jointly and severally.
- •The Takeover Appeal Board upheld the Committee's decision.
- •Singh and Aspland-Robinson were adjudged bankrupt before the Ruling.
- •Balfour-Lynn claimed impecuniosity but failed to provide full financial disclosure.
Legal Principles
Section 955 of the Companies Act 2006 allows the court to make orders to secure compliance with Panel rules.
Companies Act 2006, section 955
The court has discretion in making section 955 orders, considering factors such as the thoroughness of the investigation, admissions made by defendants, and appeals outcomes.
Panel on Takeovers and Mergers v. King [2017] C.S.O.H. 156; [2018] S.L.T. 79 and Panel on Takeovers and Mergers v. King [2018] C.S.I.H. 30; [2018] S.C. 459
A bankruptcy debt is one owed at the date of the bankruptcy order or under an obligation incurred before but falling due after that date.
Insolvency Act 1986, sections 306, 283, 383, 382
Whether a liability is a provable debt in bankruptcy depends on whether an obligation existed at the time of the bankruptcy order, creating a real prospect of the liability being incurred.
Re Nortel Companies and others [2013] UKSC 52
Outcomes
The court made section 955 orders against all three defendants to secure compliance with the payment rulings.
Despite the defendants' inability to pay (especially given Singh and Aspland-Robinson's bankruptcies), upholding public policy in ensuring fair treatment of shareholders outweighed this factor.
The court directed the Panel to inform the Trustees-in-Bankruptcy about the judgment.
This allows the Trustees to advise on provability of the debt in bankruptcy.