Petrofac Ltd & Anor, Re [2025] EWHC 859 (Ch) (20 March 2025)

Petrofac Ltd & Anor, Re [2025] EWHC 859 (Ch) (20 March 2025)

The court held that, save for the issue of notice to unrepresented shareholders, sufficient notice was given to all affected creditors and members for the convening hearing. The jurisdictional conditions under section 901A Companies Act 2006 were satisfied: the Plan Companies are facing financial difficulties affecting their ability to continue as going concerns, and the Plan constitutes a genuine compromise or arrangement with creditors to address those difficulties. No procedural or jurisdictional 'roadblock' was identified that would prevent the court from sanctioning the Plan at a later stage. The court accepted the proposed class composition for creditor meetings, subject to issues...

Citation
[2025] EWHC 859 (Ch)
Parties
Applicant/plan Company: Petrofac Limited; Applicant/plan Company: Petrofac International (UAE) LLC; Supporting Creditor: Ad Hoc Group; Opposing Creditor: Saipem and Samsung Opposing Creditors; Opposing Creditor: Stewarts Creditors; Opposing Creditor: Fox Williams Creditors; Retail Investor Advocate: Retailer Investor Advocate
Jurisdiction
England and Wales
Judgment Date
20 March 2025
Procedural Posture
Companies Act 2006 Part 26 a Restructuring Plan (convening Hearing) / Application for Permission to Convene Meetings of Creditors and Members
Outcome
Permission granted to convene meetings of creditors and members to consider the restructuring plan, subject to the court's further consideration of notice to unrepresented shareholders at the sanction hearing.
Legal Topics
Restructuring Plan, Class Composition, Jurisdiction, Notice Requirements, Compromise of Claims, Clean Break From Liabilities
Insolvency Law Company Law Restructuring Plan Class Composition Jurisdiction Notice Requirements Compromise of Claims Clean Break From Liabilities

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Parties

Petrofac Limited

Applicant/plan Company

Petrofac International (UAE) LLC

Applicant/plan Company

Ad Hoc Group

Supporting Creditor

Saipem and Samsung Opposing Creditors

Opposing Creditor

Stewarts Creditors

Opposing Creditor

Fox Williams Creditors

Opposing Creditor

Retailer Investor Advocate

Retail Investor Advocate

Procedural Posture

Companies Act 2006 Part 26 a Restructuring Plan (convening Hearing) / Application for Permission to Convene Meetings of Creditors and Members

Legal Issues

  1. 1 Whether sufficient notice was given to all affected creditors and members for the convening hearing
  2. 2 Whether the jurisdictional conditions under section 901A Companies Act 2006 are satisfied
  3. 3 Whether any 'roadblock' exists to prevent sanctioning the Plan

Ratio Decidendi

The court held that, save for the issue of notice to unrepresented shareholders, sufficient notice was given to all affected creditors and members for the convening hearing. The jurisdictional conditions under section 901A Companies Act 2006 were satisfied: the Plan Companies are facing financial difficulties affecting their ability to continue as going concerns, and the Plan constitutes a genuine compromise or arrangement with creditors to address those difficulties. No procedural or jurisdictional 'roadblock' was identified that would prevent the court from sanctioning the Plan at a later stage. The court accepted the proposed class composition for creditor meetings, subject to issues...

Court Disposition

Permission granted to convene meetings of creditors and members to consider the restructuring plan, subject to the court's further consideration of notice to unrepresented shareholders at the sanction hearing.

Orders

  • Meetings of creditors and members of Petrofac Limited and Petrofac International (UAE) LLC to be convened as proposed in the application.
  • Issues of jurisdiction and class composition may be raised at the sanction hearing, particularly by unrepresented shareholders.