RE Z-OBEE HOLDINGS LTD

RE Z-OBEE HOLDINGS LTD

The Court held that s673(4) does not preclude a petition in these circumstances; the petition by Z‑Obee (acting by its Bermuda‑appointed provisional liquidators whose appointment was recognised) was competent under s673(3), Hong Kong had sufficient connection to the scheme (HK‑governed debts and listing), the...

Source-derived case information.

Citation
RE Z-OBEE HOLDINGS LTD
Parties
Company / Petitioner: Z-Obee Holdings Limited; Joint Provisional Liquidator (petitioner): Donald Edward Osborn; Joint Provisional Liquidator (petitioner): Yat Kit Jong; Joint Provisional Liquidator (petitioner): Man Chun So
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
31 October 2017
Case Number
HCMP1563/2017
Procedural Posture
Scheme of Arrangement Under the Companies Ordinance (cap 622) / Hearing of Petition to Sanction Scheme (post Creditors Meeting)
Outcome
Scheme of arrangement sanctioned by the Court
Legal Topics
Scheme of Arrangement, Provisional Liquidation, Jurisdiction to Sanction Foreign‑incorporated Company Schemes, Recognition of Foreign Provisional Liquidators, Statutory Majority Requirement
Source Language
en
Company Law Insolvency Law Cross Border Restructuring Scheme of Arrangement Provisional Liquidation Jurisdiction to Sanction Foreign‑incorporated Company Schemes Recognition of Foreign Provisional Liquidators Statutory Majority Requirement

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Parties

Z-Obee Holdings Limited

Company / Petitioner

Donald Edward Osborn

Joint Provisional Liquidator (petitioner)

Yat Kit Jong

Joint Provisional Liquidator (petitioner)

Man Chun So

Joint Provisional Liquidator (petitioner)

Procedural Posture

Scheme of Arrangement Under the Companies Ordinance (cap 622) / Hearing of Petition to Sanction Scheme (post Creditors Meeting)

Legal Issues

  1. 1 Whether a petition to sanction a scheme could be validly presented where provisional liquidators were appointed in Bermuda rather than under Hong Kong law (s673(4))
  2. 2 Whether the Hong Kong Companies Court has jurisdiction to sanction a scheme affecting a Bermuda‑incorporated company
  3. 3 Whether statutory requirements for convening and approving the scheme (s670–674 Cap 622) were satisfied

Ratio Decidendi

The Court held that s673(4) does not preclude a petition in these circumstances; the petition by Z‑Obee (acting by its Bermuda‑appointed provisional liquidators whose appointment was recognised) was competent under s673(3), Hong Kong had sufficient connection to the scheme (HK‑governed debts and listing), the statutory meeting and majority requirements were satisfied, and therefore the Court would sanction the scheme.

Court Disposition

Scheme of arrangement sanctioned by the Court

Orders

  • The scheme of arrangement introduced in Hong Kong is sanctioned by the Court.