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CIP Holdings Limited

CIP Holdings Limited

Case [2025] NZHC 851 9 April 2025

Scheme of Arrangement

Corporate Law & Governance

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IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2025-404-369

[2025] NZHC 851

UNDER Part 15 of the Companies Act 1993

IN THE MATTER

of an application for orders approving a scheme of arrangement under Part 15 of the Companies Act 1993

CIP HOLDINGS LIMITED

Applicant

Hearing: 9 April 2025

Appearances:

M Eastwick-Field (via VMR), E R Gatenby and J M Windmeyer for the Applicant

M G Hay and A G Sargent for Crown TopCo Limited, Crown UK TopCo Limited and Crown Holdco Limited

Judgment:

9 April 2025

JUDGMENT OF GAULT J

This judgment was delivered by me on 9 April 2025 at 4:00 pm pursuant to r 11.5 of the High Court Rules 2016.
Registrar/Deputy Registrar

……………………………………

Solicitors:
Ms M Eastwick-Field and Ms E R Gatenby, Russell McVeagh, Auckland
Ms L L Fraser, Ms L Bercovitch, Ms M G Hay and Ms A G Sargent, Chapman Tripp, Auckland

RE CIP HOLDINGS LIMITED [2025] NZHC 851 [9 April 2025]

[1] CIP Holdings Ltd (CIPH) applies by way of originating application for orders approving a scheme of arrangement (Scheme) under pt 15 of the Companies Act 1993 (the Act).

Background

[2] CIPH is an unlisted holding company. It is the sole shareholder and parent company of Craigs Investment Partners Limited (CIP), which is the main operating company and principal employer in the Craigs Investment Partners group of companies (CIPH Group). The CIPH Group is one of the largest investment advisory and banking firms in New Zealand.

[3] CIPH has approximately 390 current shareholders, who are current or former CIP employees, directors, or persons having a business-related arrangement with CIP, or entities (such as trusts or companies) controlled by such persons.

[4] In May 2024, the CIPH Group received an unsolicited investment proposal from leading non-resident global private equity firm TA Associates. Following negotiations and Heads of Terms, the parties entered into a Scheme Implementation Agreement dated 19 December 2024 (which has been amended by amendment agreements dated 30 January 2025 and 26 February 2025) (the SIA).

[5] The essential effect of the Scheme is that shareholders will sell half their interest in the CIPH Group for cash consideration and retain the remaining half of their interest in the CIPH Group via new shareholdings in CIP Holdings No. 2 Limited, a company recently incorporated in New Zealand (CIPH#2).

[6]The Scheme contemplates the transfer of all shares in CIPH, as follows:

(a)CIPH will become a wholly owned subsidiary of Crown HoldCo Limited, a company recently incorporated in New Zealand (New HoldCo);

(b)New HoldCo is and will remain wholly owned by Crown TopCo Limited, a company recently incorporated in New Zealand (New TopCo);

(c)New TopCo will be 50% owned by Crown UK TopCo Limited (UK TopCo), a company recently incorporated in the United Kingdom, and 50% owned by CIPH#2. UK TopCo is 100% owned by the TA XV Fund, which is comprised of limited partnerships incorporated in the Cayman Islands and managed by general partners…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading CIP Holdings Limited

Details

AGLC: CIP Holdings Limited [2025] NZHC 851
Case: [2025] NZHC 851
Decision Date: 9 April 2025

CaseChat Overview and Summary

In the High Court of New Zealand, CIP Holdings Limited sought approval for a scheme of arrangement that would see the company sell half its interest in the CIPH Group for cash and retain the other half via new shareholdings in CIP Holdings No. 2 Limited. The court had to decide whether the scheme complied with statutory provisions, was fairly presented to shareholders, represented the shareholders' interests fairly, and was fair and equitable. The court found that the scheme met all the requirements. It was properly presented to shareholders, who overwhelmingly approved it, and the directors also supported it. The scheme offered shareholders a premium over the last traded price of the company's shares. The court granted the orders sought, subject to certain confidentiality provisions.

The court approved the scheme of arrangement, finding that it complied with statutory requirements, was fairly presented to and approved by shareholders, fairly represented their interests, and was fair and equitable. The court granted the orders sought by CIP Holdings Limited, subject to certain confidentiality provisions. These included redacting specified confidential financial information from the scheme plan and restricting access to the court file except with further court order. The judgment itself was not to be published for 24 hours to allow for any appropriate redactions before publication.

Orders