This preference offer did not however extend to shareholders based in the United States and Canada (including Mutual Life), because it was thought not to be in the company's interest to have to register there.
Rank's articles of association stated that directors could allot, deal with or dispose of company shares "on such terms as they think proper".
But the American and Canadian shareholders (they owned shares "beneficially" through nominee companies, who were defendants alongside Rank in the case) were still unhappy.
They said they had been discriminated against, and that was a "breach of contract" because s.20 of the Companies Act 1948 implied shareholders deserved equal treatment (this is the "oppression" provision; see now, s 994 unfair prejudice).
In any case, no shareholder in Rank, while its articles of association retain their present form, has any right to expect that his fractional interest in the company will remain forever constant.