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The High Court has ruled (in Aviva plc v Litani LLC ([2025] EWHC 3134)) on whether a request for access to a listed company's register of members was for a proper purpose.
When a company receives a request for access to its register of members, it must, within five working days, either comply with the request or apply to court for a direction that the request is not for a proper purpose in accordance with section 117 of the Companies Act 2006 (the Act). The Act does not define "proper purpose".
Aviva has (post-demutualisation) a large number of shareholders with small shareholdings. Litani requested a copy of Aviva's register of members so that it could contact some of those small shareholders to offer to buy their shares at a discount to market value – in this case, of 17.5% – which it would then aggregate and sell on the market (a so-called 'mini-tender offer'). Aviva applied to court for a ruling that the request was not for a proper purpose, arguing that those who accepted would be economically disadvantaged as compared to selling their shares via the company's registrar or the small shareholder dealing service that the company had put in place. Litani maintained that its purpose was lawful, transparent and commercially acceptable.
The court rejected the application by the company and held that the purpose for which Litani sought a copy of the register was proper. It said that:
- the fact that a person's objective in seeking the information is to make a commercial profit does not mean that their purpose is not proper; and
- while there are limits as to what is commercially acceptable as the reason for access, a court would need to "find something with a flavour of the genuinely exploitative or unscrupulous" in order for the purpose to be improper and it will not "seek to regulate or proscribe merely 'undesirable' commercial activity".
The court went on to say it cannot find that a person's purpose is not proper based on reputation, nor would it express a view about the desirability or otherwise of mini-tender offers (which are lawful and not subject to specific regulatory control in the UK).
The court also made clear that the point in time at which the purpose of the request should be assessed is the date of the hearing, and not the date of the application.
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