HSE Finance SÀRL, Re

HSE Finance SÀRL, Re

The court held that, despite minor differences in interest rates and payment dates between Fixed Rate and Floating Rate Noteholders, these differences are immaterial in the context of the proposed Scheme and the relevant Comparator (a director-led sale or insolvency). There is more to unite than divide the creditors, justifying a single class for the purposes of the Scheme meeting. Proper notice was given, there are no jurisdictional bars, and the documentation is in proper form. The court therefore ordered the convening of a single meeting of Scheme Creditors.

Parties
Applicant/scheme Company: HSE Finance S.À R. L.; Respondents/creditors: Scheme Creditors (Existing Noteholders)
Jurisdiction
England and Wales
Judgment Date
06 May 2025
Procedural Posture
Scheme of Arrangement (companies Act 2006, Part 26) / Convening Hearing for Creditors' Meeting
Outcome
Application granted; order to convene a single meeting of Scheme Creditors.
Legal Topics
Schemes of Arrangement, Class Composition, Jurisdiction to Sanction Scheme, Creditor Rights, Comparators in Restructuring
Insolvency Law Company Law Schemes of Arrangement Class Composition Jurisdiction to Sanction Scheme Creditor Rights Comparators in Restructuring

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Parties

HSE Finance S.À R. L.

Applicant/scheme Company

Scheme Creditors (Existing Noteholders)

Respondents/creditors

Procedural Posture

Scheme of Arrangement (companies Act 2006, Part 26) / Convening Hearing for Creditors' Meeting

Legal Issues

  1. 1 Whether to convene a single meeting of Scheme Creditors for approval of the Scheme of Arrangement under Part 26 of the Companies Act 2006
  2. 2 Whether class composition is appropriate given differences between Fixed Rate and Floating Rate Noteholders
  3. 3 Whether there are any jurisdictional or procedural bars to convening the meeting

Ratio Decidendi

The court held that, despite minor differences in interest rates and payment dates between Fixed Rate and Floating Rate Noteholders, these differences are immaterial in the context of the proposed Scheme and the relevant Comparator (a director-led sale or insolvency). There is more to unite than divide the creditors, justifying a single class for the purposes of the Scheme meeting. Proper notice was given, there are no jurisdictional bars, and the documentation is in proper form. The court therefore ordered the convening of a single meeting of Scheme Creditors.

Court Disposition

Application granted; order to convene a single meeting of Scheme Creditors.

Orders

  • A single meeting of Scheme Creditors (Existing Noteholders) to be convened to consider and, if thought fit, approve the Scheme of Arrangement.
  • Directions as to notice, conduct, and timetable for the meeting as set out in the Order.