Port Finance Investment Ltd, Re [2021] EWHC 378 (Ch) (23 February 2021)

Port Finance Investment Ltd, Re [2021] EWHC 378 (Ch) (23 February 2021)

The court ordered the convening of a single meeting of Scheme Creditors to consider the proposed scheme of arrangement, finding that the Scheme Company is a company for the purposes of Part 26, that the scheme constitutes a compromise or arrangement with its creditors, and that there is no jurisdictional roadblock to including releases of rights against third parties. The court held that, despite some differences in rights (consent fee, cash option, advisers' fees), these did not fracture the class at this stage. Although notice was arguably short, the court exercised its discretion to allow all issues to be raised at the sanction hearing rather than adjourn the convening hearing.

Citation
[2021] EWHC 378 (Ch)
Parties
Applicant/scheme Company: Port Finance Investment Limited
Jurisdiction
England and Wales
Judgment Date
23 February 2021
Procedural Posture
Scheme of Arrangement Under Part 26 Companies Act 2006 / Application for Order Convening Creditors' Meeting
Outcome
Order granted to convene a single meeting of Scheme Creditors to consider the scheme of arrangement.
Legal Topics
Schemes of Arrangement, Jurisdiction, Class Composition, Notice Requirements, Third Party Releases, Consent Fees, Advisers' Fees
Insolvency Law Company Law Schemes of Arrangement Jurisdiction Class Composition Notice Requirements Third Party Releases Consent Fees +1 more

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 18 Party arguments 2 Amounts and remedies 8
Sign in to unlock

Parties

Port Finance Investment Limited

Applicant/scheme Company

Procedural Posture

Scheme of Arrangement Under Part 26 Companies Act 2006 / Application for Order Convening Creditors' Meeting

Legal Issues

  1. 1 Whether the court should order a meeting of creditors to consider a scheme of arrangement under Part 26 of the Companies Act 2006
  2. 2 Whether the Scheme Company is a 'company' for the purposes of Part 26
  3. 3 Whether the scheme constitutes a 'compromise or arrangement' between the company and its creditors

Ratio Decidendi

The court ordered the convening of a single meeting of Scheme Creditors to consider the proposed scheme of arrangement, finding that the Scheme Company is a company for the purposes of Part 26, that the scheme constitutes a compromise or arrangement with its creditors, and that there is no jurisdictional roadblock to including releases of rights against third parties. The court held that, despite some differences in rights (consent fee, cash option, advisers' fees), these did not fracture the class at this stage. Although notice was arguably short, the court exercised its discretion to allow all issues to be raised at the sanction hearing rather than adjourn the convening hearing.

Court Disposition

Order granted to convene a single meeting of Scheme Creditors to consider the scheme of arrangement.

Orders

  • Meeting of Scheme Creditors to be convened to consider and, if thought fit, approve the scheme of arrangement under Part 26 of the Companies Act 2006.
  • Scheme Creditors permitted to raise any relevant issues at the sanction hearing, notwithstanding short notice.