The claimant, a shareholder, supplier and creditor of a company in administration, applied under section 901F of the Companies Act 2006 for the sanctioning of a restructuring scheme, which was a compromise or arrangement for the purposes of Part 26A of the 2006 Act. The court had jurisdiction to sanction a scheme if the conditions in section 901A were satisfied. The administrators having refused, without a court order, to give consent on behalf of the company to enter into the restructuring scheme, the question arose whether there was inherently a further condition in section 901A, which was that the company itself had to agree to enter into the relevant compromise or arrangement.
On the claim to sanction the scheme—
Held, claim allowed. Construed consistently with its predecessor provisions, which were materially in the same terms, there was nothing in section 901A of the Companies Act 2006 which overrode the company’s right to have the say in whether it would or would not join in and agree to a scheme otherwise agreed to by the majority of its creditors/members. Therefore, the consent of the company was a requirement of Part 26 of the 2006 Act. None of the concerns identified by the administrators were such as to prevent the court from sanctioning the scheme, there were no company interests over and beyond those of its shareholders and creditors, and the order sought was not actively opposed by the administrators. In those circumstances, it was appropriate to direct the administrators to provide the company’s consent (paras 56, 61, 103, 104–109, 110).
Matthew Maddison (instructed by Walker Morris LLP, Leeds) for the claimant.
Neil Berragan (instructed by Carrick Read, Leeds) for the joint administrators.