Primacom Holding GmbH & Anor v A Group of the Senior Lenders & Credit Agricole

Primacom Holding GmbH & Anor v A Group of the Senior Lenders & Credit Agricole

The English court has jurisdiction to convene scheme meetings for a German company where all relevant finance documents are governed by English law, and the proposed class constitution is appropriate as the rights of creditors within each class are not so dissimilar as to prevent consultation. The urgency of the company's financial situation justifies refusing an adjournment and proceeding to convene meetings.

Parties
Applicant/claimant: Primacom Holding GmbH; Applicant/claimant: Alcentra Group, Avenue Capital Group, Tennenbaum Capital Partners, ING & Various Investors; Respondent/defendant: A Group of the Senior Lenders & Credit Agricole
Jurisdiction
England and Wales
Judgment Date
20 December 2011
Procedural Posture
Scheme of Arrangement Application / Application for Order Convening Creditors' Meetings
Outcome
Application granted
Legal Topics
Scheme of Arrangement, Jurisdiction of English Courts Over Foreign Companies, Class Constitution of Creditors, Recognition of English Schemes in Germany
Insolvency Company Law Cross Border Insolvency Scheme of Arrangement Jurisdiction of English Courts Over Foreign Companies Class Constitution of Creditors Recognition of English Schemes in Germany

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Parties

Primacom Holding GmbH

Applicant/claimant

Alcentra Group, Avenue Capital Group, Tennenbaum Capital Partners, ING & Various Investors

Applicant/claimant

A Group of the Senior Lenders & Credit Agricole

Respondent/defendant

Procedural Posture

Scheme of Arrangement Application / Application for Order Convening Creditors' Meetings

Legal Issues

  1. 1 Whether the English court has jurisdiction to convene scheme meetings for a German company under Part 26 of the Companies Act 2006
  2. 2 Proper constitution of creditor classes for the scheme of arrangement
  3. 3 Whether the scheme documentation and notice are adequate

Ratio Decidendi

The English court has jurisdiction to convene scheme meetings for a German company where all relevant finance documents are governed by English law, and the proposed class constitution is appropriate as the rights of creditors within each class are not so dissimilar as to prevent consultation. The urgency of the company's financial situation justifies refusing an adjournment and proceeding to convene meetings.

Court Disposition

Application granted

Orders

  • Order convening four meetings of scheme creditors as proposed
  • Approval of explanatory statement, notices, voting and proxy forms, and meeting regulations