RE MOODY TECHNOLOGY HOLDINGS LTD

RE MOODY TECHNOLOGY HOLDINGS LTD

The court will permit the amendments because the scheme itself provides for court-ordered amendments and the proposed changes are procedural and remedial to ensure the scheme is administered as originally intended; they are minor and would not have caused creditors to vote differently, and therefore the application to replace the administrators and to amend the scheme (including confirming entitlements and cancelling excess shares and adjusting time periods) is allowed.

Citation
[2024] HKCFI 452
Parties
Applicant/company: Moody Technology Holdings Limited; Initial Scheme Administrators/respondents: Mr Tang Chung Wah Alan and Mr Kan Lap Kee Terry; Proposed Scheme Administrators: Mr Lai Wing Lun and Mr Osman Mohammed Arab (Manivest)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
25 January 2024
Case Number
HCMP1072/2021
Procedural Posture
Scheme of Arrangement Under the Companies Ordinance (cap.622) / Application to Modify a Sanctioned Scheme and to Replace Scheme Administrators After Sanction
Outcome
Application granted: court ordered the amendments to the sanctioned scheme and approved the replacement of the scheme administrators.
Legal Topics
Scheme of Arrangement, Modification of Sanctioned Scheme, Scheme Administration, Claims Assessment and Share Allotment
Source Language
EN
Company Law Insolvency Law Civil Procedure Scheme of Arrangement Modification of Sanctioned Scheme Scheme Administration Claims Assessment and Share Allotment

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Parties

Moody Technology Holdings Limited

Applicant/company

Mr Tang Chung Wah Alan and Mr Kan Lap Kee Terry

Initial Scheme Administrators/respondents

Mr Lai Wing Lun and Mr Osman Mohammed Arab (Manivest)

Proposed Scheme Administrators

Procedural Posture

Scheme of Arrangement Under the Companies Ordinance (cap.622) / Application to Modify a Sanctioned Scheme and to Replace Scheme Administrators After Sanction

Legal Issues

  1. 1 Whether the court may modify a scheme of arrangement after sanction
  2. 2 Whether proposed amendments are sufficiently minor not to have affected creditors' voting
  3. 3 Whether replacement of scheme administrators and retrospective correction of share allotments is permissible

Ratio Decidendi

The court will permit the amendments because the scheme itself provides for court-ordered amendments and the proposed changes are procedural and remedial to ensure the scheme is administered as originally intended; they are minor and would not have caused creditors to vote differently, and therefore the application to replace the administrators and to amend the scheme (including confirming entitlements and cancelling excess shares and adjusting time periods) is allowed.

Court Disposition

Application granted: court ordered the amendments to the sanctioned scheme and approved the replacement of the scheme administrators.

Orders

  • Replace the initial scheme administrators with Mr Lai Wing Lun and Mr Osman Mohammed Arab (Manivest) as scheme administrators
  • Authorize amendments to the sanctioned scheme as sought by the Company, including insertion of clauses 7A and 8A to permit new administrators, after determination of all scheme claims, to confirm scheme share entitlements and cancel any excess shares issued