UK Commercial Property Finance Holdings Limited v Cine-UK Limited & Anor

UK Commercial Property Finance Holdings Limited v Cine-UK Limited & Anor

The court held that the restructuring plans satisfied the statutory requirements for sanction, including the cross-class cram down provisions. The negative covenants in the side letters were capable of being compromised under the plans, and enforcing them would unjustifiably prefer the objectors over other creditors in similar positions, violating the pari passu principle. There was no good reason or proper justification to exclude the objectors' leases from the plans. The applications for injunctions were refused, and the plans were sanctioned as fair and effective.

Parties
Claimant: UK Commercial Property Finance Holdings Limited; Claimant: Crown Estate Commissioners; Defendant: Cine-UK Limited; Defendant: Cineworld Estates Limited; Defendant: Cineworld Cinemas Limited; Defendant: Cineworld Cinema Properties Limited
Jurisdiction
England and Wales
Judgment Date
30 September 2024
Procedural Posture
Restructuring Plan Sanction Application / Sanction Hearing and Determination of Injunction Applications
Outcome
Plans sanctioned; injunction applications refused.
Legal Topics
Restructuring Plans, Cross Class Cram Down, Injunctions, Creditor Rights, Pari Passu Principle, Schemes of Arrangement, Lease Liabilities, Jurisdiction Under Companies Act 2006 Part 26 a
Insolvency Company Law Commercial Law Restructuring Plans Cross Class Cram Down Injunctions Creditor Rights Pari Passu Principle +3 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 6 Authorities cited 19 Party arguments 2 Amounts and remedies 17
Sign in to unlock

Parties

UK Commercial Property Finance Holdings Limited

Claimant

Crown Estate Commissioners

Claimant

Cine-UK Limited

Defendant

Cineworld Estates Limited

Defendant

Cineworld Cinemas Limited

Defendant

Cineworld Cinema Properties Limited

Defendant

Procedural Posture

Restructuring Plan Sanction Application / Sanction Hearing and Determination of Injunction Applications

Legal Issues

  1. 1 Whether the court should sanction the restructuring plans under sections 901F and 901G of the Companies Act 2006
  2. 2 Whether the court should grant injunctions to exclude certain leases from the plans due to negative covenants in side letters
  3. 3 Whether the inclusion of objecting creditors' leases violates fairness or the pari passu principle

Ratio Decidendi

The court held that the restructuring plans satisfied the statutory requirements for sanction, including the cross-class cram down provisions. The negative covenants in the side letters were capable of being compromised under the plans, and enforcing them would unjustifiably prefer the objectors over other creditors in similar positions, violating the pari passu principle. There was no good reason or proper justification to exclude the objectors' leases from the plans. The applications for injunctions were refused, and the plans were sanctioned as fair and effective.

Court Disposition

Plans sanctioned; injunction applications refused.

Orders

  • The applications for injunctions by UKCP and Crown Estate are dismissed.
  • The restructuring plans for Cine-UK Limited, Cineworld Cinemas Limited, Cineworld Cinema Properties Limited, and Cineworld Estates Limited are sanctioned under sections 901F and 901G of the Companies Act 2006.