News Publication Date: 15 July 2015
IN THE HIGH COURT OF JUSTICE OF THE ISLE OF MAN
ORIGO PARTNERS PLC Claimant
(1) BROOKS MACDONALD ASSET MANAGEMENT (INTERNATIONAL) LIMITED First Defendant
(2) SECURE NOMINEES LIMITED Second Defendant
Judgment summary issued by the High Court of Justice of the Isle of Man
This summary is provided to assist in understanding the judgment of the court. It does not form part of the judgment. The judgment itself is the only authoritative document. The full judgment is available at www.judgments.im.
On 9 July 2015 His Honour the Deemster Doyle, First Deemster and Clerk of the Rolls, delivered a judgment dealing with the construction of the articles of association of Origo Partners Plc (“Origo”), a Manx company existing under the provisions of the Companies Act 2006 and listed on London’s Alternative Investment Market.
The First Deemster granted a declaration that under the articles of Origo in force at all times after 30 July 2010 a 75% Resolution is passed at a general meeting of Shareholders if it is passed by a Shareholder or Shareholders holding at least 75% of the Voting Rights exercised in relation to such resolution.
Having reviewed the authorities Deemster Doyle set out a summary of the position in Manx law in respect of the construction of articles of association at paragraph 94 of the judgment.
The First Deemster indicated that the court construes articles of association by focusing on the meaning of the relevant words in their documentary, factual and corporate context.
The court assesses the meaning of the relevant words in light of:
(i) the natural and ordinary meaning of the words;
(ii) the overall purpose of the articles of association;
(iii) any other provisions of the articles;
(iv) the relevant and admissible background which could reasonably be expected to be available to ascertain what would objectively and reasonably have been understood to be the intention (but not any subjective evidence of intention or extrinsic facts which were known only to certain persons); and
(v) corporate common sense.