Nasmyth Group Ltd, Re (Re Companies Act 2006) [2023] EWHC 988 (Ch) (28 April 2023)

Nasmyth Group Ltd, Re (Re Companies Act 2006) [2023] EWHC 988 (Ch) (28 April 2023)

The Court held that the statutory conditions for sanctioning the restructuring plan, including the cross-class cram down provisions, were satisfied. The relevant alternative was administration, in which dissenting creditors would receive less than under the plan. The plan was fair, the class composition was appropriate, and there were no procedural defects or blots preventing sanction. The plan was therefore sanctioned, including the cross-class cram down of HMRC and unsecured creditors.

Citation
[2023] EWHC 988 (Ch)
Parties
Applicant Company: Nasmyth Group Limited; Preferential Creditor/respondent: His Majesty's Revenue and Customs; Unsecured Creditor/respondent: Mr Peter John Smith; Unsecured Creditor/respondent: Mr Christopher John Henson
Jurisdiction
England and Wales
Judgment Date
28 April 2023
Procedural Posture
Restructuring Plan Sanction Application / Sanction Hearing
Outcome
Plan sanctioned
Legal Topics
Restructuring Plan, Cross Class Cram Down, Companies Act 2006 Part 26 a, Sanction of Arrangement, No Worse Off Test
Insolvency Company Law Restructuring Plan Cross Class Cram Down Companies Act 2006 Part 26 a Sanction of Arrangement No Worse Off Test

Case Brief

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Parties

Nasmyth Group Limited

Applicant Company

His Majesty's Revenue and Customs

Preferential Creditor/respondent

Mr Peter John Smith

Unsecured Creditor/respondent

Mr Christopher John Henson

Unsecured Creditor/respondent

Procedural Posture

Restructuring Plan Sanction Application / Sanction Hearing

Legal Issues

  1. 1 Whether the restructuring plan should be sanctioned under Part 26A Companies Act 2006
  2. 2 Whether the cross-class cram down conditions are satisfied (sections 901F and 901G)
  3. 3 Whether dissenting creditors (HMRC and unsecured creditors) are 'no worse off' under the plan than in the relevant alternative

Ratio Decidendi

The Court held that the statutory conditions for sanctioning the restructuring plan, including the cross-class cram down provisions, were satisfied. The relevant alternative was administration, in which dissenting creditors would receive less than under the plan. The plan was fair, the class composition was appropriate, and there were no procedural defects or blots preventing sanction. The plan was therefore sanctioned, including the cross-class cram down of HMRC and unsecured creditors.

Court Disposition

Plan sanctioned

Orders

  • The restructuring plan under Part 26A Companies Act 2006 is sanctioned.
  • Cross-class cram down is ordered in respect of HMRC and unsecured creditors.