Syncreon Group BV, Re [2019] EWHC 2068 (Ch) (31 July 2019)

Syncreon Group BV, Re [2019] EWHC 2068 (Ch) (31 July 2019)

The proposed classes of creditors are properly constituted as their rights are sufficiently similar; lock-up and backstop payments do not fracture class composition as they are collateral and offered to all; the English court has jurisdiction over Syncreon Group B.V. due to the English law governing documents and submission to jurisdiction; there are no roadblock issues preventing the convening of scheme meetings.

Citation
[2019] EWHC 2068 (Ch)
Parties
Applicant: Syncreon Group B.V.; Applicant: Syncreon Automotive (UK) Ltd
Jurisdiction
England and Wales
Judgment Date
31 July 2019
Procedural Posture
Companies Court Application (scheme of Arrangement) / Application for Order Convening Creditors' Meetings
Outcome
Application granted
Legal Topics
Schemes of Arrangement, Class Composition, Jurisdiction, Cross Border Insolvency, Debt Restructuring
Insolvency Company Law Schemes of Arrangement Class Composition Jurisdiction Cross Border Insolvency Debt Restructuring

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Parties

Syncreon Group B.V.

Applicant

Syncreon Automotive (UK) Ltd

Applicant

Procedural Posture

Companies Court Application (scheme of Arrangement) / Application for Order Convening Creditors' Meetings

Legal Issues

  1. 1 Whether proposed classes of creditors are properly constituted for scheme meetings
  2. 2 Whether lock-up and backstop payments fracture class composition
  3. 3 Whether the English court has jurisdiction over a Dutch company for a scheme of arrangement

Ratio Decidendi

The proposed classes of creditors are properly constituted as their rights are sufficiently similar; lock-up and backstop payments do not fracture class composition as they are collateral and offered to all; the English court has jurisdiction over Syncreon Group B.V. due to the English law governing documents and submission to jurisdiction; there are no roadblock issues preventing the convening of scheme meetings.

Court Disposition

Application granted

Orders

  • Order convening meetings of certain classes of creditors to consider the proposed schemes of arrangement
  • Declaration that an officer of the scheme companies is validly appointed as foreign representative for US and Canadian proceedings