Zlomrex International Finance SA

Zlomrex International Finance SA

The English court has jurisdiction to convene a meeting of creditors for the Scheme of Arrangement because the company has established a sufficient connection with England, and, if relevant, its COMI is now in England and Wales. The class of creditors is properly constituted. The Scheme may proceed to the next stage, subject to further consideration of the waiver of the Chapter 15 recognition condition and the form of the order regarding approval of Scheme documents.

Parties
Applicant Company: Zlomrex International Finance S.A.
Jurisdiction
England and Wales
Judgment Date
26 November 2013
Procedural Posture
Scheme of Arrangement Under Companies Act 2006 / Application to Convene Creditors' Meeting
Outcome
Application granted to convene a meeting of the beneficial owners of the Notes for the proposed Scheme of Arrangement, subject to amendment of the order regarding approval of Scheme documents.
Legal Topics
Scheme of Arrangement, Jurisdiction, Centre of Main Interests (comi), Recognition of Foreign Insolvency Proceedings
Insolvency Law Company Law Private International Law Scheme of Arrangement Jurisdiction Centre of Main Interests (comi) Recognition of Foreign Insolvency Proceedings

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Parties

Zlomrex International Finance S.A.

Applicant Company

Procedural Posture

Scheme of Arrangement Under Companies Act 2006 / Application to Convene Creditors' Meeting

Legal Issues

  1. 1 Whether the English court has jurisdiction to convene a creditors' meeting for a French-registered company under s.895 Companies Act 2006
  2. 2 Whether the company's COMI is in England and Wales
  3. 3 Whether the class of creditors is properly constituted

Ratio Decidendi

The English court has jurisdiction to convene a meeting of creditors for the Scheme of Arrangement because the company has established a sufficient connection with England, and, if relevant, its COMI is now in England and Wales. The class of creditors is properly constituted. The Scheme may proceed to the next stage, subject to further consideration of the waiver of the Chapter 15 recognition condition and the form of the order regarding approval of Scheme documents.

Court Disposition

Application granted to convene a meeting of the beneficial owners of the Notes for the proposed Scheme of Arrangement, subject to amendment of the order regarding approval of Scheme documents.

Orders

  • Meeting of beneficial owners of the Notes to be convened to consider the Scheme of Arrangement.
  • Paragraph 7 of the draft order regarding approval of Scheme documents to be amended or removed.