Enzen Global Limited & Anor, Re

Enzen Global Limited & Anor, Re

The court sanctioned the restructuring plans for both companies, finding that the statutory conditions for cross-class cramdown were satisfied: no dissenting creditor would be worse off under the plans than in the relevant alternative (administration), and at least one in-the-money class approved the plans by the requisite majority. The allocation of restructuring surplus was fair, with no manifest unfairness or improper class manipulation. Objections from unsecured creditors did not justify withholding sanction, as their claims had nil value in the relevant alternative and the flat sum distribution was real consideration. The plans were in the commercial interests of the assenting...

Parties
Applicant Company: Enzen Global Limited; Applicant Company: Enzen Limited; Respondent Creditor: HMRC (His Majesty’s Revenue and Customs)
Jurisdiction
England and Wales
Judgment Date
16 April 2025
Procedural Posture
Restructuring Plan Sanction (insolvency) / Judgment on Sanction of Restructuring Plans Under Part 26 a Companies Act 2006
Outcome
Restructuring plans for Enzen Global Limited and Enzen Limited sanctioned.
Legal Topics
Restructuring Plans, Cross Class Cramdown, Class Composition, Sanction of Schemes, Preferential Creditors, Unsecured Creditors, Debt for Equity Swap
Insolvency Company Law Restructuring Restructuring Plans Cross Class Cramdown Class Composition Sanction of Schemes Preferential Creditors +2 more

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Parties

Enzen Global Limited

Applicant Company

Enzen Limited

Applicant Company

HMRC (His Majesty’s Revenue and Customs)

Respondent Creditor

Procedural Posture

Restructuring Plan Sanction (insolvency) / Judgment on Sanction of Restructuring Plans Under Part 26 a Companies Act 2006

Legal Issues

  1. 1 Whether the restructuring plans for Enzen Global Limited and Enzen Limited should be sanctioned under Part 26A of the Companies Act 2006, including use of cross-class cramdown powers under section 901G.
  2. 2 Whether the statutory conditions for cross-class cramdown are satisfied (no worse off test and approval by an in-the-money class).
  3. 3 Whether the allocation of restructuring surplus is fair and whether there is manifest unfairness in the treatment of dissenting classes.

Ratio Decidendi

The court sanctioned the restructuring plans for both companies, finding that the statutory conditions for cross-class cramdown were satisfied: no dissenting creditor would be worse off under the plans than in the relevant alternative (administration), and at least one in-the-money class approved the plans by the requisite majority. The allocation of restructuring surplus was fair, with no manifest unfairness or improper class manipulation. Objections from unsecured creditors did not justify withholding sanction, as their claims had nil value in the relevant alternative and the flat sum distribution was real consideration. The plans were in the commercial interests of the assenting...

Court Disposition

Restructuring plans for Enzen Global Limited and Enzen Limited sanctioned.

Orders

  • Sanction of the restructuring plan for Enzen Global Limited under Part 26A Companies Act 2006.
  • Sanction of the restructuring plan for Enzen Limited under Part 26A Companies Act 2006.