Algeco Scotsman PIK S.A. [2017] EWHC 2236 (Ch) (22 June 2017)

Algeco Scotsman PIK S.A. [2017] EWHC 2236 (Ch) (22 June 2017)

The English court has jurisdiction to sanction the scheme because the company is liable to be wound up under the Insolvency Act 1986 and has a sufficient connection with England, established by its COMI being in England and the amendment of the governing law and jurisdiction clauses to English law and courts. The scheme is fair, has overwhelming creditor support, and is likely to be recognised in relevant foreign jurisdictions. There is no defect or impediment to the scheme, and the early tender fee does not affect class constitution or fairness.

Citation
[2017] EWHC 2236 (Ch)
Parties
Claimant: Algeco Scotsman PIK S.A.
Jurisdiction
England and Wales
Judgment Date
22 June 2017
Procedural Posture
Scheme of Arrangement (companies Act 2006, Part 26) / Sanction Hearing
Outcome
Scheme sanctioned
Legal Topics
Scheme of Arrangement, Jurisdiction, COMI (centre of Main Interests), Recognition of Foreign Schemes, Class Constitution, Forum Shopping
Insolvency Law Company Law Cross Border Restructuring Scheme of Arrangement Jurisdiction COMI (centre of Main Interests) Recognition of Foreign Schemes Class Constitution +1 more

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Parties

Algeco Scotsman PIK S.A.

Claimant

Procedural Posture

Scheme of Arrangement (companies Act 2006, Part 26) / Sanction Hearing

Legal Issues

  1. 1 Whether the English court has jurisdiction to sanction a scheme of arrangement for a Luxembourg-incorporated company under section 899 of the Companies Act 2006
  2. 2 Whether there is a sufficient connection with England to justify the exercise of the court's jurisdiction
  3. 3 Whether the scheme is fair and reasonable and has been properly explained to creditors

Ratio Decidendi

The English court has jurisdiction to sanction the scheme because the company is liable to be wound up under the Insolvency Act 1986 and has a sufficient connection with England, established by its COMI being in England and the amendment of the governing law and jurisdiction clauses to English law and courts. The scheme is fair, has overwhelming creditor support, and is likely to be recognised in relevant foreign jurisdictions. There is no defect or impediment to the scheme, and the early tender fee does not affect class constitution or fairness.

Court Disposition

Scheme sanctioned

Orders

  • The scheme of arrangement under section 899 of the Companies Act 2006 is sanctioned as proposed.