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Tuesday, 4 November 2014
Executive Summary (One Minute Read)
International Petroleum Investment Company v Independent Public Business Corporation of Papua New Guinea (NSWSC) - contract - bond deed poll - two independent valuations of shares' market value - one valuation binding
Summaries With Link (Five Minute Read)
International Petroleum Investment Company v Independent Public Business Corporation of Papua New Guinea [2014] NSWSC 1289
Supreme Court of New South Wales
Hammerschlag J
Contract - defendant (IPBC) issued Exchangeable Bonds to plaintiff (IPIC) - IPBC raised amount which it used to finance participation in gas project - terms and conditions of Bonds contained in Bond Deed Poll made by IPBC - Maturity Date of Bonds was 5 March 2014 - mature Bonds subject to mandatory exchange into ordinary shares in capital of company whose shares were listed on Australian Securities Exchange (ASX) - if, on Maturity Date, Principal Amount of Bonds being redeemed exceeded Current Market Value of all of the Shares, IPBC as Issuer was to pay to IPIC as Holder a Cash Settlement Amount equivalent to shortfall - conditions incorporated mechanism to determine Current Market Value of Shares - terms and conditions included procedure for parties to appoint Independent Valuer to assess market value and average of two valuations taken - IPBC issued an Alternative Valuation Notice (AVN) - parties each appointed an Independent Valuer - whether AVN was invalid - whether valuations by Independent Valuers were binding on parties - held: AVN valid - valuation by Independent Valuer appointed by IPBC not binding - valuation by Independent Valuer appointed by IPIC binding.
International Petroleum Investment Company