England and Wales Case Law

Argo Blockchain Plc, Re

The court is satisfied that the jurisdictional gateways under Part 26A Companies Act 2006 are met, the proposed class constitution for meetings is appropriate, adequate notice has been given, and there are no discernible roadblocks or futility in proceeding. Three class meetings (Growler, Noteholders, Shareholders) are ordered to be convened to consider the restructuring plan.

Source excerpt

• Restructuring plan
• Creditor meetings
• Class constitution
• Jurisdiction
• Notice requirements
• International recognition

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Argo Blockchain plc, Re

The restructuring plan is sanctioned under Part 26A Companies Act 2006, as statutory preconditions for cross-class cramdown are satisfied, the allocation of restructuring benefits is fair relative to contributions, no 'blot' or defect exists, and the plan is likely to be recognised internationally. The objections raised by Noteholders and Shareholders do not outweigh the fairness and necessity of the plan.

Source excerpt

• Cross-class cramdown
• Fairness of restructuring plan
• Allocation of restructuring benefits
• Excluded liabilities
• International recognition
• Nasdaq listing

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Waldorf Production UK Plc, Re

The High Court refused to sanction Waldorf Production UK Plc’s restructuring plan, holding that the company had not shown a fair allocation of benefits or genuine negotiation with dissenting creditors.

• Cross-class cram down
• Restructuring plan
• Creditor engagement
• Fairness
• Companies act 2006 part 26a
• Restructuring-plan

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Saipem SpA & Ors v Petrofac Limited & Anor

The judge's exercise of discretion to sanction the restructuring plans was vitiated by material error in accepting, without adequate evidence, that the allocation of equity to new money providers reflected competitive market terms. The Plan Companies failed to justify the excessive returns as a cost rather than a benefit of restructuring, and did not provide sufficient evidence of market testing or expert opinion. The allocation of restructuring benefits was therefore unfair, and the judge's order sanctioning the plans must be set aside.

Source excerpt

• Cross-class cram down
• Fair allocation of restructuring benefits
• No worse off test
• New money provision
• Treatment of out of the money creditors

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Standard Profil Automotive GmbH, Re

The court is satisfied that the Scheme Creditors constitute a single class for the purposes of the scheme meeting, that proper notice has been given, and that there are no jurisdictional or class composition roadblocks. The convening order is granted for a single meeting of Scheme Creditors to consider the proposed scheme of arrangement.

Source excerpt

• Scheme of arrangement
• Class composition
• Jurisdiction
• Creditor rights
• Debt restructuring

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Enzen Global Limited & Anor, Re

The court sanctioned the restructuring plans for both companies, finding that the statutory conditions for cross-class cramdown were satisfied: no dissenting creditor would be worse off under the plans than in the relevant alternative (administration), and at least one in-the-money class approved the plans by the requisite majority. The allocation of restructuring surplus was fair, with no manifest unfairness or improper class manipulation. Objections from unsecured creditors did not justify withholding sanction, as their claims had nil value in the relevant alternative and the flat sum distr…

Source excerpt

• Restructuring plans
• Cross-class cramdown
• Class composition
• Sanction of schemes
• Preferential creditors
• Unsecured creditors

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Waldorf Production UK Plc, Re

The court is satisfied that the jurisdictional pre-conditions under section 901A Companies Act 2006 are met, the proposed class constitution is appropriate, sufficient notice has been given, and there are no obvious roadblocks to convening the meetings. Directions are given for opposition and disclosure, with liberty to apply for further directions if necessary.

Source excerpt

• Restructuring plan under part 26a companies act 2006
• Class constitution
• Jurisdictional pre-conditions
• Cross-class cram down
• Notice requirements
• Disclosure in restructuring proceedings

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Enzen Global Ltd & Anor, Re

Enzen Global Ltd & Anor, Re [2025] EWHC 684 (Ch) (26 February 2025)

The High Court convened creditor meetings for Enzen Global Limited and Enzen Limited restructuring plans under Part 26A, finding the proposed classes and notice adequate.

• Restructuring plans
• Class constitution
• Jurisdictional conditions
• Cross-border recognition
• Creditor meetings
• Debt-for-equity swap

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AGPS Bondco Plc, Re

AGPS Bondco Plc, Re [2023] EWHC 916 (Ch) (21 April 2023)

The High Court sanctioned AGPS BondCo PLC’s Part 26A restructuring plan and ordered a cross-class cram down against the dissenting 2029 noteholders.

• Cross-class cram down
• Restructuring plan
• Creditor meetings
• Part 26a companies act 2006
• No worse off test
• Pari passu principle

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IN THE MATTER OF SAFARI HOLDING VERWALTUNGS GMBH AND IN THE MATTER OF PART 26 OF THE COMPANIES ACT 2006

The High Court granted a convening order for a scheme of arrangement by Safari Holding Verwaltungs GmbH, finding adequate notice, one creditor class, and sufficient English jurisdiction.

• Scheme of arrangement
• Creditor meetings
• Jurisdiction
• Class composition
• International effectiveness
• Scheme-of-arrangement

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