Castle Trust Direct Plc & Ors, Re [2020] EWHC 969 (Ch) (03 April 2020)

Castle Trust Direct Plc & Ors, Re [2020] EWHC 969 (Ch) (03 April 2020)

The court held that meetings of creditors under Part 26 of the Companies Act 2006 can be convened and conducted remotely by telephone and electronic means, provided that the essential characteristics of a meeting—namely, a coming together for consultation—are preserved. The proposed class constitution is appropriate, notification requirements have been met, and the court has jurisdiction over both English and foreign companies and creditors. Preconditions to the scheme's effectiveness do not preclude convening meetings at this stage.

Citation
[2020] EWHC 969 (Ch)
Parties
Applicant Company: Castle Trust Direct Plc; Applicant Company: Castle Trust Income Housa Plc; Applicant Company: Castle Trust Capital PLC
Jurisdiction
England and Wales
Judgment Date
03 April 2020
Procedural Posture
Scheme of Arrangement (companies Act 2006, Part 26) / Application for Convening Meetings
Outcome
Application granted
Legal Topics
Schemes of Arrangement, Class Constitution, Jurisdiction, Remote Meetings, COVID 19 Procedural Adaptations
Company Law Insolvency Law Schemes of Arrangement Class Constitution Jurisdiction Remote Meetings COVID 19 Procedural Adaptations

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Parties

Castle Trust Direct Plc

Applicant Company

Castle Trust Income Housa Plc

Applicant Company

Castle Trust Capital PLC

Applicant Company

Procedural Posture

Scheme of Arrangement (companies Act 2006, Part 26) / Application for Convening Meetings

Legal Issues

  1. 1 Whether meetings of creditors can be convened remotely under Part 26 of the Companies Act 2006
  2. 2 Whether the proposed classes of creditors are properly constituted for the purposes of the scheme meetings
  3. 3 Whether the court has jurisdiction over foreign companies and creditors under the Companies Act 2006 and the Recast Judgments Regulation

Ratio Decidendi

The court held that meetings of creditors under Part 26 of the Companies Act 2006 can be convened and conducted remotely by telephone and electronic means, provided that the essential characteristics of a meeting—namely, a coming together for consultation—are preserved. The proposed class constitution is appropriate, notification requirements have been met, and the court has jurisdiction over both English and foreign companies and creditors. Preconditions to the scheme's effectiveness do not preclude convening meetings at this stage.

Court Disposition

Application granted

Orders

  • Four scheme meetings to be convened as sought by the applicant companies
  • Meetings to be conducted by telephone and electronic means with facilities for consultation, questions, and voting as described