IN THE MATTER OF SMILE TELECOMS HOLDINGS LIMITED

IN THE MATTER OF SMILE TELECOMS HOLDINGS LIMITED

The court has jurisdiction and it is appropriate to sanction the plan because the company has its COMI in England, the majority of debts are governed by English law, and the plan offers a better outcome than the relevant alternative (insolvency) for all stakeholders. All classes except 966 have no genuine economic interest and were properly excluded from voting. The plan's mechanisms for altering the constitution and share capital are likely to be effective in Mauritius, and the plan is likely to be recognised in Nigeria and South Africa. No objector appeared or provided evidence to challenge the plan at the appropriate stage.

Parties
Applicant Company: Smile Telecoms Holdings Limited; Super Senior Lender / Respondent: 966 Co. S.à.r.l.; Majority Shareholder / Respondent: Al Nahla Technology Co.; Affiliate Shareholder / Respondent: Strong Techno Ventures Limited; Senior Lender / Objector (non Appearing): Afreximbank; Senior Lender / Preference Shareholder / Objector (non Appearing): Industrial Development Corporation of South Africa Limited (IDC); Senior Lender / Objector (non Appearing): Ecobank
Jurisdiction
England and Wales
Judgment Date
30 March 2022
Procedural Posture
Restructuring Plan (part 26 a Companies Act 2006) / Sanction Hearing
Outcome
Plan sanctioned
Legal Topics
Restructuring Plan Sanction, Class Composition, Jurisdiction Over Foreign Companies, Recognition of Foreign Insolvency Proceedings, Alteration of Share Capital and Constitution, Cram Down Provisions
Insolvency Company Law Cross Border Restructuring Restructuring Plan Sanction Class Composition Jurisdiction Over Foreign Companies Recognition of Foreign Insolvency Proceedings Alteration of Share Capital and Constitution +1 more

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Parties

Smile Telecoms Holdings Limited

Applicant Company

966 Co. S.à.r.l.

Super Senior Lender / Respondent

Al Nahla Technology Co.

Majority Shareholder / Respondent

Strong Techno Ventures Limited

Affiliate Shareholder / Respondent

Afreximbank

Senior Lender / Objector (non Appearing)

Industrial Development Corporation of South Africa Limited (IDC)

Senior Lender / Preference Shareholder / Objector (non Appearing)

Ecobank

Senior Lender / Objector (non Appearing)

Procedural Posture

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

Legal Issues

  1. 1 Whether the court has jurisdiction to sanction a restructuring plan under Part 26A for a foreign company affecting both creditors and members
  2. 2 Whether the plan constitutes a 'compromise or arrangement' under the Act
  3. 3 Whether the exclusion of classes from voting under s.901C(4) was proper

Ratio Decidendi

The court has jurisdiction and it is appropriate to sanction the plan because the company has its COMI in England, the majority of debts are governed by English law, and the plan offers a better outcome than the relevant alternative (insolvency) for all stakeholders. All classes except 966 have no genuine economic interest and were properly excluded from voting. The plan's mechanisms for altering the constitution and share capital are likely to be effective in Mauritius, and the plan is likely to be recognised in Nigeria and South Africa. No objector appeared or provided evidence to challenge the plan at the appropriate stage.

Court Disposition

Plan sanctioned

Orders

  • The restructuring plan under Part 26A Companies Act 2006 is sanctioned as proposed.
  • The company is authorised to implement the plan, including the execution of all necessary documents and steps as attorney for plan participants.