Ambatovy Minerals Societe Anonyme & Anor, In the Matter Of (Rev1) [2025] EWHC 279 (Ch) (11 February 2025)

Ambatovy Minerals Societe Anonyme & Anor, In the Matter Of (Rev1) [2025] EWHC 279 (Ch) (11 February 2025)

The court sanctioned the restructuring plans for both Plan Companies, finding that all statutory and jurisdictional requirements under Part 26A Companies Act 2006 were satisfied, including the cross-class cram down conditions. The relevant alternative was insolvent liquidation, and all creditor classes were better off under the plan. The plan was fair, free from coercion, and likely to be effective in Madagascar. The court had jurisdiction as the debts were governed by English law and the necessary connection to England was established.

Citation
[2025] EWHC 279 (Ch)
Parties
Applicant/plan Company: Ambatovy Minerals Société Anonyme; Applicant/plan Company: Dynatec Madagascar Société Anonyme; Respondent/supporting Creditors: The Supporting Creditors Group; Dissenting Creditor: The Export-Import Bank of Korea (KEXIM)
Jurisdiction
England and Wales
Judgment Date
11 February 2025
Procedural Posture
Restructuring Plan Sanction (part 26 a Companies Act 2006) / Sanction Hearing and Judgment
Outcome
Restructuring plans sanctioned for both Plan Companies, including cross-class cram down of the Recovery Financing Lenders.
Legal Topics
Restructuring Plans, Cross Class Cram Down, Jurisdiction Over Foreign Companies, Creditor Class Constitution, No Worse Off Test
Insolvency Company Law Cross Border Restructuring Restructuring Plans Cross Class Cram Down Jurisdiction Over Foreign Companies Creditor Class Constitution No Worse Off Test

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Parties

Ambatovy Minerals Société Anonyme

Applicant/plan Company

Dynatec Madagascar Société Anonyme

Applicant/plan Company

The Supporting Creditors Group

Respondent/supporting Creditors

The Export-Import Bank of Korea (KEXIM)

Dissenting Creditor

Procedural Posture

Restructuring Plan Sanction (part 26 a Companies Act 2006) / Sanction Hearing and Judgment

Legal Issues

  1. 1 Whether the court has jurisdiction to sanction restructuring plans for foreign companies under Part 26A Companies Act 2006
  2. 2 Whether the statutory conditions for a cross-class cram down are satisfied, including the 'no worse off' test and approval by a class with a genuine economic interest
  3. 3 Whether the plan is fair and free from coercion or procedural irregularity

Ratio Decidendi

The court sanctioned the restructuring plans for both Plan Companies, finding that all statutory and jurisdictional requirements under Part 26A Companies Act 2006 were satisfied, including the cross-class cram down conditions. The relevant alternative was insolvent liquidation, and all creditor classes were better off under the plan. The plan was fair, free from coercion, and likely to be effective in Madagascar. The court had jurisdiction as the debts were governed by English law and the necessary connection to England was established.

Court Disposition

Restructuring plans sanctioned for both Plan Companies, including cross-class cram down of the Recovery Financing Lenders.

Orders

  • The restructuring plans for Ambatovy Minerals Société Anonyme and Dynatec Madagascar Société Anonyme are sanctioned under Part 26A Companies Act 2006.
  • The Recovery Financing Lenders are bound by the plan notwithstanding their class's failure to approve by the statutory majority.