CL-2022-000025 - [2025] EWHC 2331 (Comm)

Fecha: 12-Sep-2025

Mitigation

Mitigation

248.

Mr Kerr contended that Mr Perelman had failed to mitigate any loss he had suffered because he should have sold his PGC shares to PGC through a share buy-back. Given the conclusion I have reached on value of the PGC shares, even if the question of assessment of damages was live, this point would have made no difference. The highest price PGC had paid in any buy-back was NZ$0.29 per share, and no case was advanced that PGC would have bought back Mr Perelman’s shares at any higher price. Accordingly, even if Mr Perelman had sold to PGC in a buy-back, it would have been (at most) at NZ$0.29 per share, which is the value I would have held his shares had. This would not therefore have affected Mr Perelman’s loss.

249.

In any event, had it been relevant, I would not have held that Mr Perelman had failed to mitigate his loss. In brief summary:

There was no evidence that PGC was willing to purchase any shares that a shareholder might be willing to sell. Rather, there were a particular number of share buybacks that were undertaken (numbering seven, since 30 July 2021).

ii)

From the evidence that was given about them, all but one of the share buybacks appear to have been private buybacks, i.e. buybacks of specific shareholders’ shares, rather than a general buyback in which Mr Perelman was invited to participate.

iii)

The only buyback offer made generally, and in which Mr Perelman could have participated, was that which settled on 12 April 2022. However, Mr Perelman’s evidence (which I accept) was that he was not aware of the buyback offer. (Moreover, PGC only offered to buy back 8 million PGC shares, and other PGC shareholders sold back 6.7 million shares, with the result that there may not have been sufficient capacity in that offer for Mr Perelman to sell all of his shares back to PGC even if he had been aware of it).

iv)

Mr Perelman did in fact discuss with Mr Kerr and Mr Naylor, in the period after August 2021, whether PGC could acquire Mr Perelman’s shares in place of Mr Kerr, but that did not happen despite discussions taking place over the course of some six months. It could not therefore be said that Mr Perelman had failed to explore sale to PGC as an option.