In September 2014 Angel Jade was owned 50% by the King and 50% by Five Arrows. Alexander King and Warren Sheppard were the sole directors. In October of 2014, Five Arrows transferred its shares in Angel Jade to the Company. On October 8, 2014, Angel Jade issued an additional 1% of its shares to Kibush resulting in Angel Jade being held 49% by King (90,000,000 shares) and 51% by Kibush Capital (93,673,470 shares). On November 6, 2014, King agreed to sell Kibush Capital 18,367,350 shares in Angel Jade for the sum of $100,000 of which King has been paid $25,000, resulting in the shares in Angel Jade being held by King 71,632,650, and by Kibush Capital 112,040,720. The agreement is recorded in a document headed ’Share Purchase Form’ dated November 6, 2014. On 6 November 2014 Angel Jade agreed to issue 45,918,375 shares to Kibush Capital for the price of $250,000 of which Kibush Capital has paid $67,358.19, resulting in the shares in Angel Jade being held by King 71,632,650, and by Kibush Capital 157,959,195. The transaction is recorded in the Minutes of a Meeting of Directors of Angel Jade signed by King dated November 6, 2014. On or about November 12, 2015 the shareholding in Angel Jade was adjusted to 71,632,650 shares held by King (30%), and 157,959,195 shares held by Kibush Capital (70%), total issued number of shares in Angel Jade 229,591,845).
On or about May 5, 2016 and without his knowledge or consent, Warren Sheppard was removed as a director of Angel Jade. On or about May 5, 2016 and without the knowledge or consent of Warren Sheppard or Kibush Capital, the issued and outstanding shares in Angel Jade was reduced to 200,001,000. On or about May 5, 2016 and without the knowledge or consent of Kibush Capital or Warren Sheppard, the shareholder records of Angel Jade were altered to show ownership of Angel Jade as follows:
New Century 90,000,000 shares;
4K Nominees 90,000,000 shares;
Five Arrows 500 shares;
Fourth Defendant 20,000,000 shares, and
King holding 500 shares
The Company claims that King’s alteration of the directors and ownership of Angel Jade was oppressive to, unfairly prejudicial to, or unfairly discriminatory against Kibush Capital contrary to section 232 of the Corporations Act 2010. The Company is seeking a declaration that the Kibush Capital is entitled to 70% of the issued shares of the First Defendant; or in the alternative, a declaration that Kibush Capital is entitled to 51% of the issued shares of Angel Jade; damages equal to the $67,358.19 paid to Angel Jade and damages of the $ paid to King. However, there remains a possibility that the litigation may be settled prior to adjudication by the Court.
We are not presently a party to any other litigation.
