THG Plc v Zedra Trust Company – How the Limitation Act Applies To Unfair Prejudice Petitions

Does the Limitation Act 1980 Apply to Unfair Prejudice Petitions?

Zedra Trust Company (Jersey) Ltd bought its shares in THG PLC (THG) (called The Hut Group at the time) in 2011, when it was still privately owned. At the time, Zedra was a serious player in the business, holding 13.2% of its shares and a similar slice of voting power. THG turned into an online retail giant, known for beauty brands like Lookfantastic, but along the way, Zedra’s stake didn’t grow with the company. Through a series of further share issues to other investors, its holding was gradually diluted, shrinking to around 8.3%. 

Diluted stakes are a normal part of investing in a growing company, but Zedra came to believe something less innocent was going on, and that the people running the company were making decisions that unfairly disadvantaged it as a minority shareholder, while the founder and other insiders did rather better out of those same decisions.

For more information, please read the full case on THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6 

Zedra Goes to Court

In January 2019, Zedra launched legal proceedings against THG and nine of its current and former directors. Zedra’s unfair prejudice petition, using s994 of the Companies Act 2006, raised a number of complaints about how the company had been managed. 

THG tried to have the whole thing thrown out before it even got going, but that attempt only partly worked. Not all but some of Zedra’s allegations survived, including claims that the directors had stripped away valuable rights attached to its shares and had failed to give it information it was contractually entitled to as a shareholder. The case continued in the High Court.

The Bonus Shares Issue

It was at this stage that the dispute took a turn that would eventually land it in the Supreme Court. Zedra asked for permission to add a new complaint to its petition, one going back even further than the rest of the case. 

Back in July 2016, THG’s directors had handed out a batch of “bonus shares” to four of the company’s shareholders, funded out of the company’s own reserves. Zedra wasn’t among the four chosen. It argued that excluding it was unfair, and that the directors had breached their duties by picking and choosing who benefited. 

Why did this matter so much? Timing. THG floated on the London Stock Exchange in September 2020, becoming a public company for the first time, and its shares were sold for £5 each. Zedra argued that had it received its fair share of the 2016 bonus issue, it would have held onto those extra shares and sold them at flotation, cashing in what it now says was worth somewhere between £1.8 million and roughly £2 million. Zedra sought an order requiring the directors to pay equitable compensation for its loss. 

There was just one problem. Zedra didn’t ask for permission to add this complaint to its case until 2022, a full six years after the bonus shares had been handed to everyone else. THG’s lawyers argued the claim was now too old to be allowed, under the Limitation Act 1980. 

Zedra’s counterargument was that this specific type of shareholder claim had no time limit attached to it at all. Whether that was actually true turned out to be far less settled than anyone realized, and answering it meant digging into legal history stretching back to 17th-century statutes on debt and sealed contracts. 

A High Court Win, a Court of Appeal Defeat, and a Trip to the Supreme Court

A High Court judge initially agreed with Zedra and let the new complaint go ahead, taking the traditional view that no fixed deadline applied. THG appealed, and the Court of Appeal overturned that decision, ruling that strict time limits, of either six or twelve years, depending on what was being claimed, did in fact apply after all.  

That would have killed off Zedra’s bonus-shares claim for good, but Zedra appealed again, this time to the Supreme Court, setting up a final fight over a question that had never been properly settled by the courts in more than 40 years.

Limitation Act Applies

What the Supreme Court Had to Say

By a 4–1 majority, the Supreme Court sided with Zedra. The leading judgment, given by Lord Hodge and Lord Richards and joined by Lord Lloyd-Jones and Lord Briggs, held that this type of shareholder petition isn’t subject to the fixed time limits in the Limitation Act 1980 at all, because the relevant company law provisions don’t create a debt or fixed legal obligation of the kind those limits were designed for. 

Instead they give judges broad discretion to decide on a remedy that fits the unfairness found, which takes the claim outside the statute’s scope. That doesn’t give shareholders a free pass to sit on their complaints indefinitely, as courts can still refuse a remedy where delay has caused genuine unfairness to the other side, much as they would under long-standing equitable principles.  

The practical result is that Zedra’s decade-old grievance over a relatively modest share allocation can now proceed to a full trial. Though THG will still get the chance to argue that Zedra’s delay in raising the claim should count against it when a judge eventually decides what, if anything, Zedra is owed. 

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