November 26, 2020: Oslo, Norway, PGS ASA (the “Company or “PGS”) announces today that it has launched a scheme of arrangement in England (the “Scheme”) via the issuance of a practice statement letter to the lenders under its ~$350 million revolving credit facility and ~$522 million term loan B facility (the “RCF/TLB Facility”). A scheme of arrangement (or a "scheme of reconstruction") is a court-approved agreement between a company and its shareholders or creditors (e.g. hޜTYk�@�+��R�=t��`�Qj�S�&`������,iο���GbZj1���)��PL0)�A����5�� ��5���I]�M�5�E� )�`��}~�s��3=�����'�+��LQr0��S�0m�]D�?��$��.YLi�y����l-&y6ثل����mkO}�z���}�����E���j���aA�G�s���C�yS�)ʷO��0���R�V�8����l,������&3�g��._�٘�LO]G>44v�,�A�*-. A Scheme is proposed to creditors on the basis that the creditors, or a class of creditors, will be in a better position if a Scheme is agreed than they would be in if your company went into Voluntary Administration or Liquidation. Scheme of Arrangement: An English Law Cram Down Procedure Introduction A scheme of arrangement is a formal statutory procedure under Part 26 of the Companies Act 2006 under which a company may enter into a compromise or arrangement with its members or creditors (or any class of them). The 2017 Amendments introduced a cross-class cram down mechanism for Schemes of Arrangement. A Scheme is a statutory procedure which permits a company to make an arrangement or compromise with its members or creditors (or any class of them) which, if approved by the requisite majority of such members or creditors and sanctioned by the court, will be binding on all of them, whether or not they vote in favour of it. Recent legislative enactments have amended section 198 of the Cyprus Companies Law, Cap. A scheme of arrangement is frequently used to implement a financial restructuring by varying or cramming in the rights of the relevant creditors and/or Scheme process: the basics A scheme of arrangement process involves two court hearings. Pitfalls and Risks – 10 practical points to watch out for 6.1 Classes Traditionally, the most difficult aspect in any Scheme was the correct identification of creditor “classes”. Schemes can be used in many types of corporate transactions, but are particularly useful for implementing debt It is not actually an insolvency procedure and can be used by both solvent and insolvent companies to agree any issue or matter with its creditors and/or members. “The office copy of the High Court order will be lodged to the Companies Commission of Malaysia,” Prestariang said in a filing with Bursa Malaysia. Significantly, a scheme of arrangement can be used to implement a restructuring where not all creditors agree to the compromise proposed. A scheme is particularly useful because it allows for the offeror to use the target company to negotiate with its shareholders collectively and then bind them to the arrangement agreed to by the 75% majority 2. lenders or debenture holders). Introduction. To ensure the scheme is legally binding, the creditors must agree to the scheme in their classes. A compromise or arrangement between a company and its members or creditors (or any class of them) under Part 26 of the Companies Act 2006. Payment by the government to PSkin was to commence upon the full commissioning of the system with an average annual payment of RM294.7 million. In or… Re Stronghold Insurance Company Limited [2018] EWHC 2909 (Ch) Mr Justice Hildyard, who continues to amass expertise on schemes of arrangements, recently ruled against convening a single meeting of creditors on a scheme of arrangement proposed by Stronghold Insurance Company Limited (Stronghold) (the Scheme). A Scheme ultimately allows your company to continue to trade. A scheme can also be used in a debt and equity swap where a certain creditor class takes a certain class of share in lieu of the debt. They will hold a creditors meeting to vote, with a majority of 75% in favour required for the arrangement to take effect. Schemes have been used in the United Kingdom (and in many other Commonwealth jurisdictions) for many years. creditors as part of scheme documentation Supporting affidavit must include: o Particulars to enable court to determine whether appropriate to convene class meetings of creditors and, if so, composition of classes o Particulars to enable court to determine proposed time … Creditors or Class of Creditors A scheme of arrangement can be applicable to all the company creditors or limited to a certain class of creditors of the company. Part 13 of the Companies Ordinance (Cap 622) (the ”CO”) provides that the court has the jurisdiction to sanction a scheme of arrangement between a company and its creditors if a majority in number of the class of creditors (“headcount” test) representing 75% in value of the class of creditors (“majority-in-value” test) present and vote for the scheme. or an ‘arrangement’ between a company and its creditors and/or shareholders or some class(es) of its creditors or shareholders. CORPORATE RESCUE AND DEBT RESTRUCTURING EXERCISE: SCHEME OF ARRANGEMENT PURSUANT TO SECTION 366 COMPANIES ACT 2016 . A Bermuda scheme is most commonly used to implement a distressed financial restructuring by varying or compromising the rights of the relevant stakeholders (ordinarily, However, a strict process must be followed. The second hearing is known as the sanction hearing, which follows approval of the scheme by the requisite majorities of creditors (and/or shareholders) and at which the company seeks the court’s sanction for the scheme. This is still crucial, as if those proposing the Scheme … How a Scheme Applies to Creditors . Section 366 and Section 368 of the Companies Act 2016 are statutory mechanism that provides relief for Companies to propose a compromise with its creditors and to strike a compromise in lieu of facing immediate doom of being wound up. endstream endobj startxref The first hearing is known as the convening hearing, at which the company seeks a court order to convene meetings of its creditors (and/or shareholders). Under Section 366 of the Companies Act 2016, the Court may order for a meeting of the company to be convened for the purposes of proposing a ‘scheme of arrangement’ (“SOA”), which is essentially a plan for how the company is going to pay off its outstanding debts.. Scheme of Arrangement. A scheme of arrangement enables a company to agree with its creditors, or one or more classes of its creditors, a compromise in respect of its debts owed to those creditors. Mr Justice Hildyard, who continues to amass expertise on schemes of arrangements, recently ruled against convening a single meeting of creditors on a scheme of arrangement … For instance, the creditor classes include fixed charge, floating charge, unsecured creditors etc. The Scheme of Arrangement is a procedure under Section 230-234 of the Companies Act, 2013 for obtaining NCLT approval for compromise or arrangement between a company and its creditors or class of creditors. Cayman Islands Scheme of Arrangement: What Affected Creditors and/or Shareholders should know. Additionally, through the Atlas creditors’ scheme of arrangement, we are reminded that the scheme of arrangement can provide a creative and successful means for a company to improve its financial and corporate structure. 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