What We Achieved
Thia Tiong Siong and others v POP Holdings Pte Ltd and another appeal
[2025] SGHC(A) 9
Case Summary
Thia Tiong Siong and others v POP Holdings Pte Ltd and another appeal
[2025] SGHC(A) 9
Case Judgement
INTRODUCTION
This appeal arose out of a joint venture dispute between two groups of shareholders in RIC Dormitory (SG) Pte Ltd, a Singapore company in the business of running foreign worker dormitories. POP Holdings Pte Ltd (“POP”) held a 70% majority stake, while H8 Holdings Pte Ltd (“H8”) held the remaining 30% as minority shareholder.
The relationship between the parties deteriorated after POP alleged that H8’s representatives had, prior to the formation of the joint venture, misrepresented the legally approved capacity of a dormitory property at 34 Kaki Bukit Place (“34KB”). The URA-approved capacity was 130 workers, but POP claimed it was told the capacity was 362 – a figure that substantially influenced the $42 million purchase price of the company. POP commenced a separate action for fraudulent misrepresentation.
In parallel, H8 brought a minority oppression claim under s 216 of the Companies Act. The High Court found oppression in two respects: the dilution of H8’s shareholding from 30% to 15% through a rights issue that H8 could not take up, and an excessive increase in a director’s remuneration to $30,000 per month. The High Court ordered POP to buy out H8’s shares, but with a discount for lack of control (“DLOC”), and left it to an independent valuer to decide whether a discount for lack of marketability (“DLOM”) should also apply.
H8 appealed against the DLOC and DLOM orders. Silvester Legal LLC acted for H8 and the other appellants in both appeals.
