Sino-Ocean Group Holding Ltd, Re [2024] EWHC 2851 (Ch) (11 November 2024)

Sino-Ocean Group Holding Ltd, Re [2024] EWHC 2851 (Ch) (11 November 2024)

The court held that the Plan Company satisfied the jurisdictional requirements under s.901A CA 2006, that the proposed four classes of creditors were justified due to materially different rights out, and that no roadblocks existed to convening the meetings. Objections to class composition did not warrant adjournment or refusal to convene meetings, and any fairness issues could be raised at the sanction hearing.

Citation
[2024] EWHC 2851 (Ch)
Parties
Plan Company: Sino-Ocean Group Holding Limited; Creditor (co Com): Co-ordination Committee of creditors of the Plan Company; Creditor (ad Hoc Group): Long Corridor Asset Management Limited
Jurisdiction
England and Wales
Judgment Date
11 November 2024
Procedural Posture
Restructuring Plan Convening Hearing / Application to Convene Creditor Meetings Under Part 26 a Companies Act 2006
Outcome
Application granted
Legal Topics
Restructuring Plan, Class Composition, Jurisdiction, Convening Hearing, Scheme of Arrangement
Insolvency Company Law Cross Border Restructuring Restructuring Plan Class Composition Jurisdiction Convening Hearing Scheme of Arrangement

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Parties

Sino-Ocean Group Holding Limited

Plan Company

Co-ordination Committee of creditors of the Plan Company

Creditor (co Com)

Long Corridor Asset Management Limited

Creditor (ad Hoc Group)

Procedural Posture

Restructuring Plan Convening Hearing / Application to Convene Creditor Meetings Under Part 26 a Companies Act 2006

Legal Issues

  1. 1 Whether the court has jurisdiction to convene meetings for a restructuring plan under Part 26A Companies Act 2006 for a foreign company
  2. 2 Whether the proposed creditor classes are appropriate for voting on the plan
  3. 3 Whether any roadblocks exist to convening the meetings, including sufficiency of connection to the jurisdiction and adequacy of explanatory statement

Ratio Decidendi

The court held that the Plan Company satisfied the jurisdictional requirements under s.901A CA 2006, that the proposed four classes of creditors were justified due to materially different rights out, and that no roadblocks existed to convening the meetings. Objections to class composition did not warrant adjournment or refusal to convene meetings, and any fairness issues could be raised at the sanction hearing.

Court Disposition

Application granted

Orders

  • Meetings of the four proposed creditor classes (A to D) to be convened to consider and, if thought fit, approve the restructuring plan.
  • Timetable for meetings and sanction hearing extended to allow creditors more time to review materials.