In the matter of Lamo Holding B.V.

In the matter of Lamo Holding B.V.

The court sanctioned the scheme because the statutory requirements were met, the scheme was approved by the requisite majorities of creditors, the class was properly constituted, and the scheme was fair. The appropriate comparator was insolvent liquidation, not an orderly wind down, and the shareholders' objections did not warrant refusal of sanction. The scheme had sufficient connection to the jurisdiction and was likely to be effective in key jurisdictions.

Parties
Applicant/claimant/company: Lamo Holding B. V.; Scheme Creditors/respondents/supporting Creditors: Six financial institutions (MoCom and DB); Shareholders/objectors: 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
11 September 2024
Procedural Posture
Insolvency/scheme of Arrangement / Sanction Hearing (final Judgment)
Outcome
Scheme sanctioned; application granted.
Legal Topics
Scheme of Arrangement, Creditors' Rights, Shareholder Objections, Jurisdiction, Recognition of Foreign Proceedings
Insolvency Company Law Cross Border Restructuring Scheme of Arrangement Creditors' Rights Shareholder Objections Jurisdiction Recognition of Foreign Proceedings

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Parties

Lamo Holding B. V.

Applicant/claimant/company

Six financial institutions (MoCom and DB)

Scheme Creditors/respondents/supporting Creditors

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

Shareholders/objectors

Procedural Posture

Insolvency/scheme of Arrangement / Sanction Hearing (final Judgment)

Legal Issues

  1. 1 Whether the court should sanction the scheme of arrangement under Part 26 of the Companies Act 2006 for Lamo Holding B. V.
  2. 2 Whether the scheme is fair to creditors and shareholders, particularly in light of objections by shareholders
  3. 3 What is the appropriate comparator if the scheme is not sanctioned: liquidation or orderly wind down

Ratio Decidendi

The court sanctioned the scheme because the statutory requirements were met, the scheme was approved by the requisite majorities of creditors, the class was properly constituted, and the scheme was fair. The appropriate comparator was insolvent liquidation, not an orderly wind down, and the shareholders' objections did not warrant refusal of sanction. The scheme had sufficient connection to the jurisdiction and was likely to be effective in key jurisdictions.

Court Disposition

Scheme sanctioned; application granted.

Orders

  • Scheme of arrangement sanctioned under Part 26 of the Companies Act 2006.
  • Mr Robert Schuijt appointed as Foreign Representative of the Company.