Event and Time
Event Description
- Parties Involved:
- Pacreef Investments Pty Ltd (Pacreef) - Pacific Biotechnologies Ltd (Pac Bio) - GTW Investments (Aust) Pty Ltd (GTW)
- Background:
- Pacreef sold its shares in a subsidiary to Pac Bio in August 2017, receiving 15 million A Class Shares, documented in a Subscription Agreement. - A Guarantee Arrangement was established requiring GTW to fund the redemption of the A Class Shares under certain conditions.
- Dispute:
- After serving a redemption notice for the A Class Shares on Pac Bio in January 2019, Pac Bio did not redeem the shares, prompting Pacreef to sue GTW to enforce the Guarantee Arrangement.
Application and Claims
- Pacreef's Claims:
- Enforce the Guarantee Arrangement requiring GTW to fund the redemption of A Class Shares.
- GTW's Claims:
- Contended no liability under the Guarantee Arrangement based on several grounds: 1. A Class Shares are not preference shares and thus cannot be redeemed. 2. Conditions precedent for GTW's liability weren't satisfied: - Pac Bio did not conduct a necessary capital raising. - An Insolvency Event existed at the relevant time.
Dispute Points and Legal Basis
Dispute Points
- Pacreef:
- Argued that the A Class Shares were redeemable and that they had complied with all necessary conditions for GTW's liability. - Contended that the existence of an Insolvency Event was misinterpreted.
- GTW: