Gategroup Guarantee Ltd, Re

Gategroup Guarantee Ltd, Re

The English court has jurisdiction to convene meetings for the Plan Company under Part 26A because the bankruptcy exclusion in the Lugano Convention applies to restructuring plans meeting Threshold Conditions A and B. The Plan constitutes a compromise or arrangement with creditors, and the artificial co-obligor structure does not bar the court's jurisdiction or discretion at this stage. The differences in rights between Senior Lenders and Bondholders require two classes for voting. There are no procedural or substantive bars to convening the meetings.

Parties
Applicant Company: gategroup Guarantee Limited; Objector (withdrew Opposition): Hestia Investments Designated Activity Company
Jurisdiction
England and Wales
Judgment Date
17 February 2021
Procedural Posture
Restructuring Plan Under Part 26 a Companies Act 2006 / Judgment on Application to Convene Creditors' Meetings
Outcome
Application granted
Legal Topics
Restructuring Plan, Jurisdiction Under Lugano Convention, Class Composition of Creditors, Threshold Conditions for Restructuring, Artificial Co Obligor Structures
Insolvency Law Company Law Cross Border Insolvency Restructuring Plan Jurisdiction Under Lugano Convention Class Composition of Creditors Threshold Conditions for Restructuring Artificial Co Obligor Structures

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 22 Party arguments 2 Amounts and remedies 9
Sign in to unlock

Parties

gategroup Guarantee Limited

Applicant Company

Hestia Investments Designated Activity Company

Objector (withdrew Opposition)

Procedural Posture

Restructuring Plan Under Part 26 a Companies Act 2006 / Judgment on Application to Convene Creditors' Meetings

Legal Issues

  1. 1 Does the English court have jurisdiction to convene meetings for a restructuring plan under Part 26A given the exclusive jurisdiction clause in the Bonds?
  2. 2 Do the Threshold Conditions A and B under section 901A Companies Act 2006 apply to the Plan Company?
  3. 3 Is the Plan a 'compromise or arrangement' within the meaning of Part 26A?

Ratio Decidendi

The English court has jurisdiction to convene meetings for the Plan Company under Part 26A because the bankruptcy exclusion in the Lugano Convention applies to restructuring plans meeting Threshold Conditions A and B. The Plan constitutes a compromise or arrangement with creditors, and the artificial co-obligor structure does not bar the court's jurisdiction or discretion at this stage. The differences in rights between Senior Lenders and Bondholders require two classes for voting. There are no procedural or substantive bars to convening the meetings.

Court Disposition

Application granted

Orders

  • Order convening two meetings of creditors: one for Senior Lenders, one for Bondholders, to consider and, if thought fit, approve the restructuring plan under Part 26A Companies Act 2006.