PETITION OF PREMIER OIL PLC AND PREMIER OIL UK LTD FOR SANCTION OF SCHEMES OD ARRANGEMENT [2020] ScotCS CSOH_39 (29 April 2020)

PETITION OF PREMIER OIL PLC AND PREMIER OIL UK LTD FOR SANCTION OF SCHEMES OD ARRANGEMENT [2020] ScotCS CSOH_39 (29 April 2020)

The court held that the schemes complied with the statutory requirements of Part 26 of the Companies Act 2006, that the two classes of Super Senior and Senior Creditors were properly constituted, and that the overwhelming creditor support indicated fairness. The court found no procedural or substantive unfairness, no unlawful confiscation of voting rights, and no 'blots' or defects rendering the schemes unlawful or inoperable. The court rejected ARCM's challenges and exercised its discretion to sanction the schemes.

Citation
[2020] ScotCS CSOH_39
Parties
Petitioner: Premier Oil plc; Petitioner: Premier Oil UK Limited; First Respondent: Fund III Investment 1 (Cayman) Limited (ARCM); Second Respondent: Allen & Overy Creditor Group; Third Respondent: Ad Hoc Creditor Group
Jurisdiction
Scotland
Judgment Date
29 April 2020
Procedural Posture
Petition for Sanction of Schemes of Arrangement Under Part 26 of the Companies Act 2006 / Sanction Hearing (final Stage)
Outcome
Schemes sanctioned
Legal Topics
Schemes of Arrangement, Creditor Rights, Class Composition, Jurisdiction Under Companies Act 2006 Part 26, Voting Rights, Debt Restructuring
Corporate Law Insolvency Law Schemes of Arrangement Creditor Rights Class Composition Jurisdiction Under Companies Act 2006 Part 26 Voting Rights Debt Restructuring

Case Brief

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Parties

Premier Oil plc

Petitioner

Premier Oil UK Limited

Petitioner

Fund III Investment 1 (Cayman) Limited (ARCM)

First Respondent

Allen & Overy Creditor Group

Second Respondent

Ad Hoc Creditor Group

Third Respondent

Procedural Posture

Petition for Sanction of Schemes of Arrangement Under Part 26 of the Companies Act 2006 / Sanction Hearing (final Stage)

Legal Issues

  1. 1 Whether the proposed schemes of arrangement comply with Part 26 of the Companies Act 2006
  2. 2 Whether creditor classes were properly constituted
  3. 3 Whether the schemes are fair and reasonable and not coercive to minorities

Ratio Decidendi

The court held that the schemes complied with the statutory requirements of Part 26 of the Companies Act 2006, that the two classes of Super Senior and Senior Creditors were properly constituted, and that the overwhelming creditor support indicated fairness. The court found no procedural or substantive unfairness, no unlawful confiscation of voting rights, and no 'blots' or defects rendering the schemes unlawful or inoperable. The court rejected ARCM's challenges and exercised its discretion to sanction the schemes.

Court Disposition

Schemes sanctioned

Orders

  • The court sanctions the schemes of arrangement proposed by Premier Oil plc and Premier Oil UK Limited under Part 26 of the Companies Act 2006.
  • The petitioners' undertakings regarding the self-amending provision are accepted and the relevant challenge is not maintained.