Lamo Holding BV, Re [2023] EWHC 1558 (Ch) (26 June 2023)

Lamo Holding BV, Re [2023] EWHC 1558 (Ch) (26 June 2023)

The scheme of arrangement was sanctioned because it met statutory requirements, had overwhelming creditor support, was fair and reasonable, and did not unfairly prejudice shareholders. Shareholders had the opportunity to challenge the restructuring in Dutch proceedings, and their objections related primarily to the WHOA Plan, not the scheme itself. The court exercised its discretion to sanction the scheme, finding no procedural unfairness or substantive defect ('blot').

Citation
[2023] EWHC 1558 (Ch)
Parties
Applicant/claimant: Lamo Holding B.V.; Supporting Creditors/respondents: Six financial institutions (lenders to Lamo Holding B.V. and Vroon Group); Objecting Shareholders/respondents: Shareholders of Vroon Group B.V. (Parent) (Barcelona Investments N.V., IKN Holdings N.V., TLOB Holdings N.V.)
Jurisdiction
England and Wales
Judgment Date
26 June 2023
Procedural Posture
Scheme of Arrangement Under Companies Act 2006, Part 26 / Sanction Hearing Following Convening and Creditor Meetings
Outcome
Scheme sanctioned
Legal Topics
Scheme of Arrangement, Restructuring Support Agreement, Recognition of Foreign Proceedings, Shareholder Rights, Creditors' Rights
Insolvency Company Law Cross Border Restructuring Scheme of Arrangement Restructuring Support Agreement Recognition of Foreign Proceedings Shareholder Rights Creditors' Rights

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Parties

Lamo Holding B.V.

Applicant/claimant

Six financial institutions (lenders to Lamo Holding B.V. and Vroon Group)

Supporting Creditors/respondents

Shareholders of Vroon Group B.V. (Parent) (Barcelona Investments N.V., IKN Holdings N.V., TLOB Holdings N.V.)

Objecting Shareholders/respondents

Procedural Posture

Scheme of Arrangement Under Companies Act 2006, Part 26 / Sanction Hearing Following Convening and Creditor Meetings

Legal Issues

  1. 1 Whether the court should sanction the proposed scheme of arrangement under Part 26 of the Companies Act 2006 for Lamo Holding B.V.; Whether the scheme is fair and reasonable to creditors and not unfairly prejudicial to shareholders; Whether shareholders have standing to object to the scheme; Whether the scheme is inextricably linked to the Dutch WHOA Plan and the wider restructuring; Whether the scheme meets statutory and procedural requirements.

Ratio Decidendi

The scheme of arrangement was sanctioned because it met statutory requirements, had overwhelming creditor support, was fair and reasonable, and did not unfairly prejudice shareholders. Shareholders had the opportunity to challenge the restructuring in Dutch proceedings, and their objections related primarily to the WHOA Plan, not the scheme itself. The court exercised its discretion to sanction the scheme, finding no procedural unfairness or substantive defect ('blot').

Court Disposition

Scheme sanctioned

Orders

  • Sanction of the scheme of arrangement under Part 26 of the Companies Act 2006
  • Appointment of Mr Robert Schuijt as Foreign Representative