English Court accepts jurisdiction for an order sanctioning schemes of arrangement for debtors, including a Dutch entity, and where most of the creditors were based outside the UK

The applicant companies, one Dutch, one English, were part of the same logistics group operating in the automotive and technology industries. The group was significantly over-leveraged and was unlikely to continue to operate without restructuring its debt. The debts had arisen in relation to a parent credit facility (PCF) amounting to approximately US$680 million and pursuant to a notes indenture of approximately US$225 million.

The aim of the proposed restructuring scheme was well intentioned as the alternative options were enforcement action leading to an accelerated sale or insolvency proceedings; both of which would have produced significantly less return for creditors. As such, the proposed schemes were overwhelmingly approved at the creditors’ meetings.

The English Court accepted jurisdiction on the basis that the PCF and notes, when they were amended, contained provisions for governance under English law and provided “sufficient connection” to England.  Whilst the general rule under Regulation 1215/2012 Art.4 provides that persons would be sued in the country which they were domiciled, the exception in Art.25 applied in that the parties had agreed to the jurisdiction of the English court (over 95% had).

The classes of creditors had been fairly represented at the meetings and those voting in favour of the schemes had acted bona fide. It was further accepted that all creditors would be materially better off if the schemes were approved. Therefore, the Court found compliance with the requirements of the sanctioning scheme and the application was approved.

In the matter of Syncreon Group BV: In the matter of Syncreon Automotive (UK) Ltd (2019) [2019] EWHC 2412 (CH)

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