Court approved five classes of creditors in restructuring plan

ED&F Man Holdings Ltd (the company) proposed separate meetings for five classes of plan creditors (being the BBF lender, the RCF lenders, two classes of Secured Term loan lenders, and the ANZ Parties).

The court considered two limited issues (the merits and fairness to be considered at a sanction hearing) being whether:

  1. The court had jurisdiction in relation to the proposed plan.
  2. The proposed composition of the meetings of creditors and members to consider the plan is appropriate.

Considering jurisdiction, the court found that the plan met the conditions provided for in section 910A of the Companies Act 2006 in that:

  1. The company had plainly encountered financial difficulties that were affecting, and would continue to affect, its ability to carry on business as a going concern.
  2. The company was proposing a compromise / arrangement with its creditors or members comprising of give and take and (ii) the purpose of the restructuring plan is to address the financial difficulties which the company had encountered.

Considering class composition, including the “early bird fee”, professional fees, elevation rights and differences in interest rates, the court was satisfied that the proposed class composition was correct and appropriate. There was no possibility that the classes were being manipulated to achieve a particular result.

Re ED&F Man Holdings Ltd [2022] EWHC 433 (Ch)



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