Petropavlovsk Plc, Re [2022] EWHC 2097 (Ch) (05 August 2022)

Petropavlovsk Plc, Re [2022] EWHC 2097 (Ch) (05 August 2022)

Administrators are justified in seeking court directions due to the momentous nature of the proposed sale, stakeholder opposition, and sanctions risks. The proposed transaction is within their powers, rational, for proper purpose, and does not breach sanctions legislation. Court blessing is appropriate under Public Trustee v Cooper category 2, insulating administrators from suit by creditors/shareholders for this step.

Citation
[2022] EWHC 2097 (Ch)
Parties
Applicant (joint Administrators of Petropavlovsk Plc): Allister Jonathan Manson, Trevor Binyon and Joanne Rolls; Respondent (company in Administration): Petropavlovsk plc (in administration)
Jurisdiction
England and Wales
Judgment Date
05 August 2022
Procedural Posture
Application for Court Directions in Administration / Post Administration, Application for Liberty to Proceed With Sale
Outcome
Application granted; administrators given liberty to proceed with sale to UMMC-INVEST.
Legal Topics
Administration, Sale of Business Assets, Court Blessing of Administrator Decisions, Sanctions Compliance, Distribution to Creditors
Insolvency Company Law Sanctions Law Administration Sale of Business Assets Court Blessing of Administrator Decisions Sanctions Compliance Distribution to Creditors

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Parties

Allister Jonathan Manson, Trevor Binyon and Joanne Rolls

Applicant (joint Administrators of Petropavlovsk Plc)

Petropavlovsk plc (in administration)

Respondent (company in Administration)

Procedural Posture

Application for Court Directions in Administration / Post Administration, Application for Liberty to Proceed With Sale

Legal Issues

  1. 1 Whether administrators should be granted liberty to proceed with sale of company's business to UMMC-INVEST under paragraph 63 of Schedule B1 to the Insolvency Act 1986
  2. 2 Whether the proposed transaction breaches UK or EU sanctions legislation
  3. 3 Whether the administrators' decision satisfies the Public Trustee v Cooper category 2 test for court blessing

Ratio Decidendi

Administrators are justified in seeking court directions due to the momentous nature of the proposed sale, stakeholder opposition, and sanctions risks. The proposed transaction is within their powers, rational, for proper purpose, and does not breach sanctions legislation. Court blessing is appropriate under Public Trustee v Cooper category 2, insulating administrators from suit by creditors/shareholders for this step.

Court Disposition

Application granted; administrators given liberty to proceed with sale to UMMC-INVEST.

Orders

  • Administrators authorised to enter into and perform the sale and purchase agreement with UMMC-INVEST.
  • Administrators insulated from suit by creditors and shareholders for this transaction.