Thames Water Utilities Holdings, Re [2024] EWHC 3310 (Ch) (17 December 2024)

Thames Water Utilities Holdings, Re [2024] EWHC 3310 (Ch) (17 December 2024)

The court granted directions to convene seven class meetings of Plan Creditors, finding that the proposed classes reflect material differences in rights, that the Plan Company meets the statutory conditions for proposing a restructuring plan under Part 26A Companies Act 2006, that sufficient notice was given, and that no jurisdictional or procedural barriers exist. The court held that the existence of an alternative proposal does not affect class constitution at this stage and that the only material differences in rights are those relating to priority ranking and make-whole provisions.

Citation
[2024] EWHC 3310 (Ch)
Parties
Applicant Plan Company: Thames Water Utilities Holdings Ltd; Respondent: Group of Class A Plan Creditors; Respondent: Group of Class B Plan Creditors; Interested Parties: Lloyds Bank Corporate Markets and BNP Paribas; Interested Parties: Thames Water Limited and certain creditors of Kemble Water Finance Limited and Thames Water (Kemble) Finance Plc
Jurisdiction
England and Wales
Judgment Date
17 December 2024
Procedural Posture
Restructuring Plan Convening Application / Directions Hearing for Convening Creditor Meetings
Outcome
Application granted
Legal Topics
Restructuring Plan, Scheme of Arrangement, Class Constitution, Cross Class Cram Down, Jurisdiction Under Companies Act 2006 Part 26 a
Insolvency Company Law Restructuring Plan Scheme of Arrangement Class Constitution Cross Class Cram Down Jurisdiction Under Companies Act 2006 Part 26 a

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Parties

Thames Water Utilities Holdings Ltd

Applicant Plan Company

Group of Class A Plan Creditors

Respondent

Group of Class B Plan Creditors

Respondent

Lloyds Bank Corporate Markets and BNP Paribas

Interested Parties

Thames Water Limited and certain creditors of Kemble Water Finance Limited and Thames Water (Kemble) Finance Plc

Interested Parties

Procedural Posture

Restructuring Plan Convening Application / Directions Hearing for Convening Creditor Meetings

Legal Issues

  1. 1 Whether to grant directions to convene creditor meetings for a restructuring plan under Part 26A Companies Act 2006
  2. 2 Whether proposed creditor classes are properly constituted
  3. 3 Whether court has jurisdiction to sanction the plan

Ratio Decidendi

The court granted directions to convene seven class meetings of Plan Creditors, finding that the proposed classes reflect material differences in rights, that the Plan Company meets the statutory conditions for proposing a restructuring plan under Part 26A Companies Act 2006, that sufficient notice was given, and that no jurisdictional or procedural barriers exist. The court held that the existence of an alternative proposal does not affect class constitution at this stage and that the only material differences in rights are those relating to priority ranking and make-whole provisions.

Court Disposition

Application granted

Orders

  • Directions given for convening seven class meetings of Plan Creditors as proposed by the Plan Company
  • Directions for conduct of meetings and preparation for sanction hearing