VEON Holdings BV, Re [2022] EWHC 3473 (Ch) (21 December 2022)

VEON Holdings BV, Re [2022] EWHC 3473 (Ch) (21 December 2022)

The differences in maturity dates and interest rates between the February and April 2023 Notes are not sufficiently material to fracture the class, as all Noteholders face the same essential question under the Scheme. The proposed amendments to voting rights (removal of veto for February 2023 Noteholders) would fracture the class, but since these provisions are to be excised from the Scheme, a single meeting is appropriate. Differences between NSD and non-NSD holders do not constitute differences in rights for class purposes. Sufficient notice has been given, and the Scheme falls within the court's jurisdiction.

Citation
[2022] EWHC 3473 (Ch)
Parties
Applicant Scheme Company: VEON Holdings BV; Opposing Creditors: Opposing Creditors
Jurisdiction
England and Wales
Judgment Date
21 December 2022
Procedural Posture
Scheme of Arrangement (companies Act 2006, Part 26) / Application for Order to Convene Creditors' Meeting
Outcome
Application granted in part
Legal Topics
Scheme of Arrangement, Class Composition, Sanctions Compliance, Creditor Rights, Notice Requirements
Insolvency Law Company Law Scheme of Arrangement Class Composition Sanctions Compliance Creditor Rights Notice Requirements

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 17 Party arguments 2 Amounts and remedies 7
Sign in to unlock

Parties

VEON Holdings BV

Applicant Scheme Company

Opposing Creditors

Opposing Creditors

Procedural Posture

Scheme of Arrangement (companies Act 2006, Part 26) / Application for Order to Convene Creditors' Meeting

Legal Issues

  1. 1 Whether a single meeting of Scheme Creditors is appropriate given differences in maturity dates, amendment rights, and NSD/non-NSD holdings; Whether the Scheme constitutes a compromise or arrangement; Whether sufficient notice has been given; Whether the court has jurisdiction; Adequacy of the Explanatory Statement

Ratio Decidendi

The differences in maturity dates and interest rates between the February and April 2023 Notes are not sufficiently material to fracture the class, as all Noteholders face the same essential question under the Scheme. The proposed amendments to voting rights (removal of veto for February 2023 Noteholders) would fracture the class, but since these provisions are to be excised from the Scheme, a single meeting is appropriate. Differences between NSD and non-NSD holders do not constitute differences in rights for class purposes. Sufficient notice has been given, and the Scheme falls within the court's jurisdiction.

Court Disposition

Application granted in part

Orders

  • A single meeting of Scheme Creditors to be convened, with provisions relating to amendments of voting rights (quorum and consent requirements) excised from the Scheme.
  • Notice requirements as proposed by the Company approved.