NN2 Newco Ltd, Re Politus BV

NN2 Newco Ltd, Re Politus BV

The English court has jurisdiction to convene scheme meetings for both NN2 and Politus as sufficient connection exists through incorporation and English law-governed obligations with jurisdiction clauses. The proposed class composition is appropriate as creditor rights are not so dissimilar as to prevent...

Source-derived case information.

Parties
Applicant: NN2 Newco Limited; Applicant: Politus BV; Objector: Comimet SA; Objector: Erste
Jurisdiction
England and Wales
Judgment Date
22 July 2019
Procedural Posture
Scheme of Arrangement / Application for Directions to Convene Creditors' Meetings
Outcome
Directions granted for convening of scheme meetings for NN2 and Politus (subject to Politus' decision to proceed).
Legal Topics
Schemes of Arrangement, Cross Border Insolvency, Class Composition, Jurisdiction, Creditor Meetings
Insolvency Company Law Schemes of Arrangement Cross Border Insolvency Class Composition Jurisdiction Creditor Meetings

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Parties

NN2 Newco Limited

Applicant

Politus BV

Applicant

Comimet SA

Objector

Erste

Objector

Procedural Posture

Scheme of Arrangement / Application for Directions to Convene Creditors' Meetings

Legal Issues

  1. 1 Whether the English court has jurisdiction to convene scheme meetings for NN2 Newco Limited and Politus BV under the Companies Act 2006 and Insolvency Act 1986
  2. 2 Whether the class composition for scheme meetings is appropriate
  3. 3 Whether notice to creditors was adequate

Ratio Decidendi

The English court has jurisdiction to convene scheme meetings for both NN2 and Politus as sufficient connection exists through incorporation and English law-governed obligations with jurisdiction clauses. The proposed class composition is appropriate as creditor rights are not so dissimilar as to prevent consultation. Notice to creditors was adequate. No procedural or jurisdictional obstacles prevent the convening of scheme meetings.

Court Disposition

Directions granted for convening of scheme meetings for NN2 and Politus (subject to Politus' decision to proceed).

Orders

  • Meetings of holders of Existing Notes and Existing Bonds of NN2 to be convened as separate classes.
  • Meeting of Politus Lenders to be convened as a single class (if Politus proceeds).