SMP Trustees Ltd, Re

The Holder Request and Extraordinary Resolution Direction under clause 5.7 of the Trust Deed are global concepts, not issue-specific; all bondholders are bound by the votes at the plenary meeting, and only a single meeting is needed for matters affecting all bondholders as a class.

Parties: Claimant: SMP Trustees Limited
Jurisdiction: England and Wales
Judgment Date: 25 June 2012
Procedural Posture: Part 8 Claim / Final Judgment
Outcome: Claimant's request granted; interpretation question decided in favour of global approach.
Legal Topics: Interpretation of Trust Deed, Enforcement of Security, Bondholder Meetings, Controlled Liquidation

Trust Law Securities Law Interpretation of Trust Deed Enforcement of Security Bondholder Meetings Controlled Liquidation

Case Brief

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Parties

SMP Trustees Limited

Claimant

Procedural Posture

Part 8 Claim / Final Judgment

Legal Issues

1 Whether Holder Request and Extraordinary Resolution Direction under clause 5.7 of the Trust Deed are satisfied globally or issue-by-issue
2 Whether SMP should approve and adopt the KIS proposal for all relevant bondholders or only those who voted in favour
3 Whether SMP should redenominate the currency of bonds for issue 12 as desired by issue 12 bondholders

Ratio Decidendi

Court Disposition

Claimant's request granted; interpretation question decided in favour of global approach.

Orders

SMP may proceed to enforce security under clause 5.7 based on a global Holder Request or Extraordinary Resolution Direction.
All bondholders are bound by the plenary meeting votes.