UK Commercial Property Finance Holdings Ltd v Cine-UK Ltd & Anor [2024] EWHC 2475 (Ch) (30 September 2024)

Parties

Procedural Posture

Restructuring Plan Sanction and Injunction Applications / Sanction Hearing and Determination of Injunction Applications

Legal Issues

1. 1 Whether the court should sanction the restructuring plans under sections 901F and 901G of the Companies Act 2006, including cross-class cram down of dissenting creditor classes
2. 2 Whether the inclusion of certain leases in the plans breaches negative covenants in side letters and whether injunctions should be granted to exclude those leases from the plans

Ratio Decidendi

The court sanctioned the restructuring plans, including the cross-class cram down of dissenting creditor classes, holding that the statutory conditions under sections 901F and 901G Companies Act 2006 were satisfied. The relevant alternative was insolvent administration, in which dissenting creditors would be no better off. The negative covenants in the side letters, while enforceable in principle, could be compromised by the restructuring plan under the statutory jurisdiction. The plans were fair, necessary, and represented a proper exercise of the court's discretion. The applications for injunctions by the Objectors were refused.

Court Disposition

Restructuring plans sanctioned; applications for injunctions refused.

Orders

• Sanction of the restructuring plans for Cine-UK Limited, Cineworld Cinemas Limited, Cineworld Cinema Properties Limited, and Cineworld Estates Limited under sections 901F and 901G Companies Act 2006.
• Refusal of injunctions sought by UK Commercial Property Finance Holdings Limited and The Crown Estate Commissioners to exclude their leases from the plans.