Key Facts
- •Haya Holdco 2 Plc (Scheme Company) sought sanction for a scheme of arrangement under Part 26 of the Companies Act 2006.
- •The company is an intermediate company in the Haya group, primarily operating in Spain, managing distressed assets.
- •The scheme aims to distribute sale proceeds from the sale of Haya Real Estate SAU (HRE) to noteholders.
- •The sale of HRE to Intrum yielded €136 million, including deferred consideration.
- •Approximately 98.16% of noteholders voted in favour of the scheme.
- •The scheme includes releases of claims against third parties.
- •Fees were paid to incentivize early support and compensate the ad hoc group for restrictions on note trading.
Legal Principles
Sanctioning a scheme of arrangement requires compliance with statutory requirements, fair representation of the class, bona fide action by the majority, reasonable approval by an intelligent and honest man, and absence of defects; consideration of international recognition is also necessary.
Re KCA Deutag UK Finance PLC [2020] EWHC 2977 (Ch) at [16]
Creditors are generally better judges of their commercial advantage than the court.
Implicit in the judgment
Payments to incentivize early support (early bird and consent fees) and compensate ad hoc groups are not necessarily unfair if disclosed and for a specific purpose.
Re Global Garden Products Italy SpA [2017] BCC 637 (Ch) at [43]
Outcomes
The court sanctioned the scheme of arrangement.
The court found compliance with statutory requirements, fair representation, bona fide voting, reasonable approval by creditors, and no defects. The overwhelming support for the scheme, and the fact that it provided significantly more than liquidation, justified sanction.