Syncreon Group BV, Re

Syncreon Group BV, Re

The court held that the proposed classes of creditors are properly constituted as their rights are sufficiently similar, collateral arrangements do not fracture class composition, and there are no jurisdictional or discretionary barriers to convening the meetings. The court is satisfied that it has jurisdiction over both companies due to the governing law and jurisdiction clauses, and that recognition in relevant foreign jurisdictions is anticipated.

Parties
Applicant: Syncreon Group BV; Applicant: Syncreon Automotive (UK) Ltd
Jurisdiction
England and Wales
Judgment Date
31 July 2019
Procedural Posture
Companies Court Application (scheme of Arrangement) / Application for Convening Meetings of Creditors Under Section 896 Companies Act 2006
Outcome
Application granted
Legal Topics
Schemes of Arrangement, Jurisdiction, Class Composition, Recognition of Foreign Insolvency Proceedings
Insolvency Company Law Schemes of Arrangement Jurisdiction Class Composition Recognition of Foreign Insolvency Proceedings

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Parties

Syncreon Group BV

Applicant

Syncreon Automotive (UK) Ltd

Applicant

Procedural Posture

Companies Court Application (scheme of Arrangement) / Application for Convening Meetings of Creditors Under Section 896 Companies Act 2006

Legal Issues

  1. 1 Whether the proposed classes of creditors for the scheme meetings are properly constituted
  2. 2 Whether the court has jurisdiction to convene meetings for a foreign company under English law
  3. 3 Whether any 'roadblock' issues exist to prevent the court from exercising its discretion

Ratio Decidendi

The court held that the proposed classes of creditors are properly constituted as their rights are sufficiently similar, collateral arrangements do not fracture class composition, and there are no jurisdictional or discretionary barriers to convening the meetings. The court is satisfied that it has jurisdiction over both companies due to the governing law and jurisdiction clauses, and that recognition in relevant foreign jurisdictions is anticipated.

Court Disposition

Application granted

Orders

  • Meetings of the proposed classes of creditors are to be convened to consider and, if thought fit, approve the schemes of arrangement.
  • Declaration that the appointed officer is validly appointed to act as foreign representative for the purposes of proceedings in the United States and Canada.