In the matter of BIS Finance Pty Limited; In the matter of Artsonig Pty Limited [2017] NSWSC 1713

In the matter of BIS Finance Pty Limited; In the matter of Artsonig Pty Limited [2017] NSWSC 1713

The plaintiffs satisfied the requirements for convening meetings under s 411 of the Corporations Act, including that BIS Finance and Artsonig are Part 5.1 bodies, both schemes are arrangements within s 411, proper disclosure is made to creditors, the schemes are bona fide and properly proposed, procedural and ASIC requirements are met, and no reason exists why the schemes should not go forward if requisite creditor majorities are achieved. Orders for convening creditor meetings and associated relief were granted.

Jurisdiction
Australia
Judgment Date
08 December 2017
Procedural Posture
Scheme of Arrangement Under Corporations Act S 411 / First Court Hearing Orders for Convening Meetings of Creditors
Outcome
Orders made convening meetings of creditors for Senior Scheme and PIK Scheme, approving explanatory memoranda for distribution, appointing company secretary as foreign representative for US bankruptcy recognition, and noting reliance on Court's approval for US Securities Act exemption.
Legal Topics
['scheme of Arrangement' 'debt Restructure' 'standstill Arrangements' 'creditor Meetings' 'debt to Equity Swap' 'variation of Loan Documentation' 'appointment of Foreign Representative']
['corporations Law' 'insolvency Law' 'equity'] ['scheme of Arrangement' 'debt Restructure' 'standstill Arrangements' 'creditor Meetings' 'debt to Equity Swap' 'variation of Loan Documentation' 'appointment of Foreign Representative']

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Procedural Posture

Scheme of Arrangement Under Corporations Act S 411 / First Court Hearing Orders for Convening Meetings of Creditors

Legal Issues

  1. 1 ['Whether the requirements for ordering scheme meetings under s 411 of the Corporations Act are satisfied' "Whether the schemes constitute 'arrangements' within s 411" 'Whether proper disclosure has been provided to creditors' 'Whether the schemes are bona fide and properly proposed' 'Class composition of creditors for the purposes of the schemes' 'Jurisdiction to vary foreign law governed debt instruments via scheme' 'Appointment of foreign representative for US bankruptcy recognition']

Ratio Decidendi

The plaintiffs satisfied the requirements for convening meetings under s 411 of the Corporations Act, including that BIS Finance and Artsonig are Part 5.1 bodies, both schemes are arrangements within s 411, proper disclosure is made to creditors, the schemes are bona fide and properly proposed, procedural and ASIC requirements are met, and no reason exists why the schemes should not go forward if requisite creditor majorities are achieved. Orders for convening creditor meetings and associated relief were granted.

Court Disposition

Orders made convening meetings of creditors for Senior Scheme and PIK Scheme, approving explanatory memoranda for distribution, appointing company secretary as foreign representative for US bankruptcy recognition, and noting reliance on Court's approval for US Securities Act exemption.

Orders

  • ['Plaintiffs to convene meetings of creditors to consider and, if thought fit, agree to proposed schemes of arrangement (Senior Scheme and PIK Scheme).' 'Approval of explanatory memoranda for schemes for distribution to creditors.' "Appointment of Mr Mechineau as Artsonig's representative for US bankruptcy...