RE UDL HOLDINGS LTD AND OTHERS

RE UDL HOLDINGS LTD AND OTHERS

The court sanctioned the proposed Modifications to the Schemes for the Company and 23 of the Scheme Participating Subsidiaries but refused to sanction modifications in relation to Universal Dockyard Limited without the consent of Dockyard's liquidators; the Disputed Assets (certain Unencumbered Assets and Accounts...

Source-derived case information.

Citation
RE UDL HOLDINGS LTD AND OTHERS
Parties
Scheme Company (the Company): UDL Holdings Limited; Scheme Participating Subsidiary; in Liquidation: Universal Dockyard Limited; Scheme Administrator and Petitioner: Matthew Finbarr O'Driscoll; Liquidator of Universal Dockyard Limited: Simon Richard Blade; Liquidator of Universal Dockyard Limited: Bruno Arboit; Opposing Scheme Creditor / Petitioner in Winding Up: Fonfair Company Limited; Opposing Scheme Creditor: Showa Leasing (Hong Kong) Limited; Major Shareholder and Proposed Purchaser Under Global Solution: Harbour Front Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
7 June 2006
Case Number
HCMP429/2000
Procedural Posture
S166 Companies Ordinance Petition to Sanction Modifications to Schemes of Arrangement and Ancillary Winding Up Summons (hccw 663/2002) / Judgment (court Sanctioned Modifications Except in Relation to Dockyard; Gave Directions on Disputed Assets; Adjourned Dockyard Petition)
Outcome
Modifications sanctioned as to UDL Holdings Limited and 23 Scheme Participating Subsidiaries; petition in respect of Universal Dockyard Limited adjourned for at least 28 days for liquidators to consult creditors; court directed that the Disputed Assets constitute assets of Dockyard available to the liquidation and...
Legal Topics
Scheme of Arrangement (s166), Winding Up, Asset Segregation and Trust, Creditor Voting and Disclosure, Modification of Schemes, Quistclose/resulting Trusts
Source Language
en
Company Law Insolvency Trusts Scheme of Arrangement (s166) Winding Up Asset Segregation and Trust Creditor Voting and Disclosure Modification of Schemes +1 more

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Parties

UDL Holdings Limited

Scheme Company (the Company)

Universal Dockyard Limited

Scheme Participating Subsidiary; in Liquidation

Matthew Finbarr O'Driscoll

Scheme Administrator and Petitioner

Simon Richard Blade

Liquidator of Universal Dockyard Limited

Bruno Arboit

Liquidator of Universal Dockyard Limited

Fonfair Company Limited

Opposing Scheme Creditor / Petitioner in Winding Up

Showa Leasing (Hong Kong) Limited

Opposing Scheme Creditor

Harbour Front Limited

Major Shareholder and Proposed Purchaser Under Global Solution

Procedural Posture

S166 Companies Ordinance Petition to Sanction Modifications to Schemes of Arrangement and Ancillary Winding Up Summons (hccw 663/2002) / Judgment (court Sanctioned Modifications Except in Relation to Dockyard; Gave Directions on Disputed Assets; Adjourned Dockyard Petition)

Legal Issues

  1. 1 Whether the proposed modifications to the schemes of arrangement should be sanctioned by the court
  2. 2 Whether Dockyard's Unencumbered Assets and Accounts Receivable form part of the assets in Dockyard's liquidation or are held on trust for scheme creditors under the scheme
  3. 3 Whether the votes of Harbour Front should be discounted for voting purposes

Ratio Decidendi

The court sanctioned the proposed Modifications to the Schemes for the Company and 23 of the Scheme Participating Subsidiaries but refused to sanction modifications in relation to Universal Dockyard Limited without the consent of Dockyard's liquidators; the Disputed Assets (certain Unencumbered Assets and Accounts Receivable not evidenced as transferred or received) constitute assets of Dockyard for the purpose of its winding up and are not held on trust for scheme creditors because no vesting or receipt had occurred to create a fully constituted trust; scheme creditors may nonetheless prove in the liquidation for amounts not satisfied by any trust recoveries.

Court Disposition

Modifications sanctioned as to UDL Holdings Limited and 23 Scheme Participating Subsidiaries; petition in respect of Universal Dockyard Limited adjourned for at least 28 days for liquidators to consult creditors; court directed that the Disputed Assets constitute assets of Dockyard available to the liquidation and...

Orders

  • Sanction the Modifications to the Schemes as they relate to the Company and the 23 Scheme Participating Subsidiaries
  • Adjourn the petition relating to the Modifications of Universal Dockyard Limited to a date to be fixed, not earlier than 28 days, for Dockyard's liquidators to ascertain creditors' wishes