RE WIRELESS INTERNETWORKS LTD.

RE WIRELESS INTERNETWORKS LTD.

The court sanctioned the scheme because the statutory conditions in s.166 were satisfied: a single class of unsecured creditors was properly constituted (Noteholders did not have distinct legal rights giving rise to a separate class), the court's directions were complied with, the required majority in number and...

Source-derived case information.

Citation
RE WIRELESS INTERNETWORKS LTD.
Parties
Company (subject of Petition): Wireless Internetworks Limited; Related Subsidiary (subject of Separate Petition HCMP 5551/01): S Megga Telecommunications Ltd; Secured Creditors / Voting Creditors: Noteholders; Opposing Class in Related Petition: Employee preferential creditors (S Megga)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
25 March 2002
Case Number
HCMP5550/2001
Procedural Posture
Scheme of Arrangement Under S.166 Companies Ordinance (cap.32) / Sanction Hearing and Reasons for Judgment (sanction Granted)
Outcome
Scheme sanctioned
Legal Topics
Scheme of Arrangement, Class Composition and Voting, Hive Down, Receivers and Managers, Court Sanction Under S.166
Source Language
en
Company Law Insolvency Corporate Restructuring Scheme of Arrangement Class Composition and Voting Hive Down Receivers and Managers Court Sanction Under S.166

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Parties

Wireless Internetworks Limited

Company (subject of Petition)

S Megga Telecommunications Ltd

Related Subsidiary (subject of Separate Petition HCMP 5551/01)

Noteholders

Secured Creditors / Voting Creditors

Employee preferential creditors (S Megga)

Opposing Class in Related Petition

Procedural Posture

Scheme of Arrangement Under S.166 Companies Ordinance (cap.32) / Sanction Hearing and Reasons for Judgment (sanction Granted)

Legal Issues

  1. 1 Whether the Win petition could be heard separately from the related S Megga petition
  2. 2 Whether the class of unsecured creditors was properly constituted for voting purposes
  3. 3 Whether statutory directions under s.166(1) had been complied with

Ratio Decidendi

The court sanctioned the scheme because the statutory conditions in s.166 were satisfied: a single class of unsecured creditors was properly constituted (Noteholders did not have distinct legal rights giving rise to a separate class), the court's directions were complied with, the required majority in number and value (17 of 19 creditors representing over 97% in value) voted in favour after proper explanation and bona fide, and the scheme was one an intelligent and honest creditor might reasonably approve given otherwise likely zero recovery and investor undertakings to proceed even if hive-down challenged.

Court Disposition

Scheme sanctioned

Orders

  • Order sanctioning the scheme of arrangement under s.166 Companies Ordinance in respect of Wireless Internetworks Limited