Zodiac Pool Solutions SAS, Re [2014] EWHC 2365 (Ch) (03 July 2014)

Zodiac Pool Solutions SAS, Re [2014] EWHC 2365 (Ch) (03 July 2014)

The correct approach is to constitute a single class of Senior Scheme Creditors, as their legal rights under the scheme are the same or similar, regardless of other interests or connections. The English court has jurisdiction because the relevant relationships are governed by English law and subject to an English jurisdiction clause.

Citation
[2014] EWHC 2365 (Ch)
Parties
Applicant: Zodiac Pool Solutions SAS; Applicant: Zodiac European Pools SAS; Applicant: Zodiac International SAS; Applicant: Zodiac Pool Solutions North America, Inc.; Applicant: Zodiac Pool Systems, Inc.; Applicant: Marine Investment Finland OY; Supporting Creditor: The Bank of Ireland; Opposing Creditor: Avenue Capital
Jurisdiction
England and Wales
Judgment Date
03 July 2014
Procedural Posture
Scheme of Arrangement (companies Act 2006) / Application to Convene Creditors' Meetings
Outcome
Application granted
Legal Topics
Schemes of Arrangement, Class Composition of Creditors, Jurisdiction Over Foreign Companies
Company Law Insolvency Law Schemes of Arrangement Class Composition of Creditors Jurisdiction Over Foreign Companies

Case Brief

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Parties

Zodiac Pool Solutions SAS

Applicant

Zodiac European Pools SAS

Applicant

Zodiac International SAS

Applicant

Zodiac Pool Solutions North America, Inc.

Applicant

Zodiac Pool Systems, Inc.

Applicant

Marine Investment Finland OY

Applicant

The Bank of Ireland

Supporting Creditor

Avenue Capital

Opposing Creditor

Procedural Posture

Scheme of Arrangement (companies Act 2006) / Application to Convene Creditors' Meetings

Legal Issues

  1. 1 Whether the English court has jurisdiction to convene scheme meetings for foreign companies under Part 26 of the Companies Act 2006
  2. 2 How to properly constitute classes of creditors for scheme meetings

Ratio Decidendi

The correct approach is to constitute a single class of Senior Scheme Creditors, as their legal rights under the scheme are the same or similar, regardless of other interests or connections. The English court has jurisdiction because the relevant relationships are governed by English law and subject to an English jurisdiction clause.

Court Disposition

Application granted

Orders

  • Order for convening of meetings of the classes of creditors as proposed by the Applicants, with a single class for Senior Scheme Creditors.