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Vincent Tan wins UK court case over stake dispute with ex-Cardiff City director — report

03 Aug 2022, 00:00 AM SGT

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Tan Sri Vincent Tan (Photo by Sam Fong/The Edge)

Tan Sri Vincent Tan (Photo by Sam Fong/The Edge)

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KUALA LUMPUR (Aug 3): Tan Sri Vincent Tan has won a UK court case against Michael Isaac, a former director and minority shareholder of Cardiff City Football Club, according to a BBC news report.

Isaac had claimed that his stake in the football club had been unfairly diluted following the "five-to-two" share offer which was agreed by the board of directors in May 2018 and saw Tan's holding increase from 94.2% to 98.3% of the club.

Notably, Isaac previously owned a 3.97% stake but following the share offer, he was left with just a 1.18% stake.

The report also highlighted that Isaac had alleged that the deal was orchestrated by Tan due to a personal vendetta and the board had "rubber-stamped" the arrangement without proper scrutiny.

Meanwhile, the Malaysian billionaire and the Cardiff City Football Club's holding company had denied the allegations and insisted the share offer was entirely regular and was in the best interest of the club.

"Isaac's legal team argued that he was entitled to relief or compensation due to the way he had been unfairly treated, and that Tan should buy out his former 3.97% shareholding at the disputed May 2018 value of £1.6 million (approximately RM8.69 million).

"But an expert witness called by Tan's legal team said that the true value of Isaac's shareholding at the time had in fact been nil."

The judge assessed that Tan was motivated by both his desire to fulfil a pledge on club debts through an equity swap and also by a feeling of personal animosity to Isaac — which he likened to "killing two birds with one stone", BBC reported.

Justice Adam Johnson ruled that he did not detect "anything unlawful or unconscionable in Tan acting in the way he did, even if he was motivated by a personal feeling of vindictiveness against Isaac".

However, Justice Johnson described Tan's behaviour as "unpleasant" despite acting within his legal rights.

The judge also viewed that the board members were acting with a legitimate commercial purpose in mind when they approved the share deal, as it made sense to clear the debts owed to Tan and improve the balance sheet.

With no finding of liability against Tan or the holding company, Isaac would not be entitled to any remedy, the report added.

"He (Isaac) has plainly been bruised by his dealings with Tan and feels that he has been badly treated. That sense of conviction in his position came across clearly in his evidence.

"Regrettably, in light of my findings as to Tan's motivations, I have come to the conclusion that Mr Isaac's allegations of unfair prejudice are not made out," the judge said.

The seven-day hearing was held at the Business and Property Court in February this year, with the judgement handed down on July 29.

Surin Murugiah

Source: https://www.theedgemarkets.com