Smile Telecoms Holdings Ltd, Re (Part 26a of the Companies Act 2006) [2022] EWHC 740 (Ch) (30 March 2022)

Smile Telecoms Holdings Ltd, Re (Part 26a of the Companies Act 2006) [2022] EWHC 740 (Ch) (30 March 2022)

The court sanctioned the restructuring plan as a valid compromise or arrangement under Part 26A, finding only 966 had genuine economic interest, all statutory requirements were met, and the plan could be implemented in Mauritius via power of attorney and local procedures. The objections of excluded classes were not substantiated at the convening or sanction stage, and the plan was not an expropriation without compensating advantage.

Citation
[2022] EWHC 740 (Ch)
Parties
Applicant Company: Smile Telecoms Holdings Limited; Super Senior Lender/respondent: 966 Co. S.à.r.l.; Majority Shareholder/respondent: Al Nahla Technology Co; Affiliate Shareholder/respondent: Strong Techno Ventures Limited
Jurisdiction
England and Wales
Judgment Date
30 March 2022
Procedural Posture
Restructuring Plan Sanction Application / Sanction Hearing Following Convening Order Under Part 26 a Companies Act 2006
Outcome
Restructuring plan sanctioned under Part 26A Companies Act 2006.
Legal Topics
Restructuring Plan, Compromise or Arrangement, Jurisdiction Over Foreign Companies, Class Composition, Cram Down, Recognition of English Orders Overseas
Company Law Insolvency Law Cross Border Restructuring Restructuring Plan Compromise or Arrangement Jurisdiction Over Foreign Companies Class Composition Cram Down +1 more

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Parties

Smile Telecoms Holdings Limited

Applicant Company

966 Co. S.à.r.l.

Super Senior Lender/respondent

Al Nahla Technology Co

Majority Shareholder/respondent

Strong Techno Ventures Limited

Affiliate Shareholder/respondent

Procedural Posture

Restructuring Plan Sanction Application / Sanction Hearing Following Convening Order Under Part 26 a Companies Act 2006

Legal Issues

  1. 1 Whether the restructuring plan constitutes a 'compromise or arrangement' under Part 26A
  2. 2 Whether the court has jurisdiction to sanction a plan affecting members of a foreign company
  3. 3 Whether classes excluded from voting under s.901C(4) have genuine economic interest

Ratio Decidendi

The court sanctioned the restructuring plan as a valid compromise or arrangement under Part 26A, finding only 966 had genuine economic interest, all statutory requirements were met, and the plan could be implemented in Mauritius via power of attorney and local procedures. The objections of excluded classes were not substantiated at the convening or sanction stage, and the plan was not an expropriation without compensating advantage.

Court Disposition

Restructuring plan sanctioned under Part 26A Companies Act 2006.

Orders

  • Plan sanctioned as proposed.
  • Company authorised to implement restructuring steps via power of attorney.