italiahorse
Well-Known Member
It was okay for Sisu to say it ....
On 18 June 2012, SISU made an offer to the Higgs Charity for its share in ACL, set out in an Indicative Term Sheet, for £5.5m, in the form of £1.5m immediate cash and an additional £4m in future payments. However, there were a number of express conditions precedent, namely that completion would only take place after:
- agreement between the Bank and SISU, as to the buy out of the ACL loan
...... and the Higgs response
...... the SISU offer, as it stood, did not protect the Charity’s position (and was, therefore, in the Trustees’ eyes, unacceptable) because the future payments by way of deferred consideration were only guaranteed against future income streams, which was regarded as a fatal flaw (see, also, paragraph 7.4 of the Statement of Marilyn Knatchbull-Hugessen dated 13 January 2014). The Trustees wished to have a “bulletproof guarantee”, in essence probably only a fully cash transaction (see Leggatt J Judgment, at [18]). SISU were unwilling to offer any other security.
... and to review there unreasonableness
- Following due diligence, SISU did not wish to offer the price set out in the Indicative Term Sheet, being willing to offer only closer to £2m than £5.5m.
- SISU considered that the Bank debt could be purchased for £2m-5m.
Taken from JR1
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