Amerisur Resources Plc, Re Companies Act 2006 [2020] EWHC 315 (Ch) (14 January 2020)

Amerisur Resources Plc, Re Companies Act 2006 [2020] EWHC 315 (Ch) (14 January 2020)

The scheme of arrangement has no effect on the interests of creditors; it simply effects a change in ownership of shares. The potential future actions feared by claimants are insufficiently connected with the terms of the scheme itself. The court's function is focused primarily on the interests of scheme participants (members), and there is no basis to impose the requested condition.

Citation
[2020] EWHC 315 (Ch)
Parties
Company: Amerisur Resources plc; Purchaser: Bidco; Objectors: Claimants and proposed claimants
Jurisdiction
England and Wales
Judgment Date
14 January 2020
Procedural Posture
Scheme of Arrangement / Application for Sanction
Outcome
scheme sanctioned
Legal Topics
Scheme of Arrangement, Creditor Protection, Freezing Order, Share Transfer
Company Law Insolvency Law Scheme of Arrangement Creditor Protection Freezing Order Share Transfer

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Parties

Amerisur Resources plc

Company

Bidco

Purchaser

Claimants and proposed claimants

Objectors

Procedural Posture

Scheme of Arrangement / Application for Sanction

Legal Issues

  1. 1 Whether the scheme of arrangement should be sanctioned without imposing a condition to protect potential creditors
  2. 2 Whether the court can impose an undertaking to maintain unencumbered assets as a condition of sanction

Ratio Decidendi

The scheme of arrangement has no effect on the interests of creditors; it simply effects a change in ownership of shares. The potential future actions feared by claimants are insufficiently connected with the terms of the scheme itself. The court's function is focused primarily on the interests of scheme participants (members), and there is no basis to impose the requested condition.

Court Disposition

scheme sanctioned

Orders

  • Order sanctioning the scheme of arrangement