Can a company force me to sell my shares?

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Shareholder Oppression Berita

Share Buyback

Balmoral International Land is voting on whether to force investors with fewer than 25,000 shares to sell for a fraction of the net asset value of its assets

Carl McCann is chairman of Balmoral International Land, the property investment business spun out of Fyffes in 2006. Photograph Brenda FitzsimonsAs mentioned in your paper last month, the directors are seeking an extraordinary general meeting

The McCann family and what was originally Fyffes have always had a very close relationship. Charles McCann, grandfather of Balmoral chairman Carl McCann, first opened a grocery shop in Dundalk in 1902, becoming the first Irish agent for what was then a small London-based importer of bananas, Fyffes. The business evolved to eventually list in Dublin, initially as FII plc in 1981 and then, from 1990, as Fyffes.

Although all three were initially listed business with investments held by all former Fyffes shareholders, Balmoral delisted in 2011 after its share price slumped following the property crash in Ireland. As a delisted business, there was much less liquidity in the shares which trade on the “grey” or unofficial market.

Last year, the company said it would spend an initial €2 million to buy back shares – focusing on investors with fewer than 50,000 shares. So the company is going again, only this time things are different. The big difference is that, this time, for many shareholders, the offer is mandatory. However, the price equates to just over half of the €18.72 net asset value per share of the company’s portfolio as of the end of June.

I am not sure whether the 10,000 shares that you mention your father has is his holding pre-consolidation or post-consolidation but either way, they will be acquired compulsorily. Is there anything he can do to hold on to the shares? The two ways in which shareholders exercise their right are by voting at or forcing general meetings of shareholders, and by recourse to law arguing that their rights are being oppressed. Their precise rights in a particular business will be determined by law and by the company’s memorandum and articles of association, or constitution.

 

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