Kiri Industries Ltd v Senda International Capital Ltd and another
Jurisdiction | Singapore |
Court | International Commercial Court (Singapore) |
Judge | Kannan Ramesh J,Roger Giles IJ,Anselmo Reyes IJ |
Judgment Date | 21 December 2020 |
Neutral Citation | [2020] SGHC(I) 27 |
Citation | [2020] SGHC(I) 27 |
Published date | 23 December 2020 |
Docket Number | Suit No 4 of 2017 |
Subject Matter | Valuation of shares,Minority shareholders,Measure of damages,Discount for lack of marketability,Shares,Hearsay,Valuation date,Oppression,Wrotham Park damages,Weight of evidence,Buy-out order,Admissibility of evidence,Evidence,Companies,Damages,General and specific hearsay |
Date | 21 December 2020 |
Plaintiff Counsel | Dinesh Dhillon, Lim Dao Kai, Margaret Joan Ling, Teh Shi Ying, Han Jiajun and Dhivya Naidu (Allen & Gledhill LLP) |
Hearing Date | 03 April 2020,28 February 2020,02 March 2020,31 March 2020,27 February 2020,06 April 2020,26 February 2020,01 July 2020,01 April 2020,30 June 2020,02 April 2020,03 July 2020 |
Defendant Counsel | Toh Kian Sing SC, Cheng Wai Yuen, Mark, Chew Xiang, Soh Yu Xian, Priscilla, Lim Wee Teck, Darren and Yu Qianqian (Rajah & Tann Singapore LLP),See Chern Yang, Teng Po Yew and Audie Wong Cheng Siew (Drew & Napier LLC) |
The facts of the present dispute have been set out in
In the
For ease of reference, we refer to these items collectively as the “Oppressive Acts”.
Senda was ordered to purchase Kiri’s shares in DyStar, their joint venture vehicle. Kiri’s shares were to be valued as at 3 July 2018 (“the valuation date”) (see
In
The most recent tranche of proceedings (“the valuation proceedings”), which took place between 26 February and 1 July 2020, concerned the valuation issue. The focus of the valuation proceedings was on the valuation of DyStar as a whole and of Kiri’s shares in DyStar in particular, in order to arrive at the price at which Senda was obliged to purchase Kiri’s shares in DyStar pursuant to the order made in the
Expert evidence formed a central part of the valuation proceedings. The key experts who gave evidence were Ms Roula Harfouche (“Ms Harfouche”) for Kiri and Mr Lie Kok Keong (“Mr Lie”) for Senda. They expressed opinions on the correct approach to valuing DyStar and Kiri’s shares in DyStar as at the valuation date, and the value that ought to be arrived at based on the approaches they advanced. Their written evidence was in the form of several reports of significant length and complexity, which we list below:
Both experts also gave oral evidence during the valuation proceedings. Ms Harfouche’s and Mr Lie’s evidence will take centre-stage in this Judgment; their evidence addresses squarely the pivotal question in the valuation proceedings, and that is the valuation approach we should adopt in arriving at the value of Kiri’s shares in DyStar. This Judgment begins with that question.
On behalf of Senda, other experts gave evidence on the following issues:
Factual witnesses were also called to give evidence. They were mainly the key office holders in Kiri, Senda and DyStar. We will refer to these witnesses as we did in the
Our analysis in this Judgment is divided into two main parts. The first part concerns the issue of which expert’s (
The second part concerns the discrete adjustments that have to be made to the preferred valuation approach (see [157] onwards). In their respective valuations, each of the experts, to varying degrees, took into account the impact (or lack thereof) of various risk events and other relevant factors affecting the value of Kiri’s shares in DyStar. We have grouped these events and factors into three broad categories:
We will address the parties’ factual and legal arguments with respect to each of these events and factors where relevant in the course of our analysis.
For reasons that will be made clear in the course of this Judgment, we prefer, generally speaking, Ms Harfouche’s approach to the valuation of DyStar and Kiri’s shares in DyStar. Her approach is to be used as the
The parties structured their respective cases, by and large, according to the framework of issues set out at [9]–[10] above. They first made arguments on which expert’s general valuation approach is to be adopted by the court. They then examined the specifics of each of the relevant events and transactions, and made arguments on whether these should be, and if so to what extent, taken into account in the court’s...
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