moratorium scheme of arrangement

It is not an insolvency proceeding but can be implemented in ... debt-to-equity swap, moratorium or amendments to existing agreements). The Court held that the test was “that of whether on a broad assessment, there was sufficient evidence for the court to determine that there was a reasonable prospect of the compromise or arrangement working and being acceptable to the general run of creditors.”[10] The Re IM Skaugen decision clarified the threshold required for companies to apply for a Section 211B moratorium and has been applied on a number of occasions since. Moratorium on diligence; Diligence; Register of Insolvencies; Debt Arrangement Scheme (DAS) About DAS. Briefly, a Scheme of Arrangement will become binding on a company’s creditors after the following three steps are completed: Prior to the IRDA, the legislative framework for Schemes of Arrangement was set out in Part VII of the Companies Act. The Court set aside the initial grant of the restraining order as the applicant companies had not satisfied the pre-conditions at the time of the application. Schemes of Arrangement have been a part of Singapore’s restructuring and insolvency landscape since 1967. (d) the Court approves the person nominated by a majority of the creditors in the application by the company under subsection (1) to act as a director or if that person is not already a director, appoints that person to act as a director notwithstanding the provisions of this Act or the constitution of the company. [16] Section 211F(2) of the Companies Act. [3] Section 351(2A) of the Companies Act. The Applicant companies had not met with pre-conditions of (c) and (d) under section 368(2) of the CA 2016 at the time of obtaining the restraining order. Under the current Singapore regime, an automatic 30-day moratorium arises by court order upon the filing of an application for a moratorium in a scheme of arrangement 1. The workings of Section 211B were considered in detail by the Singapore High Court in Re IM Skaugen SE and other matters [2019] 3 SLR 979 (“Re IM Skaugen”). In JM, section 410 of the CA 2016 provides that from the time of the making of an application for a judicial management order, a moratorium applies and where “no other proceedings and no execution or other legal process shall be commenced or continued … against the company …”. Section 211B of the Singapore Companies Act allows for a 30-day automatic moratorium period. The 2017 Amendments saw the introduction of sections 211A to 211J, which set out an enhanced framework for Schemes of Arrangement in Singapore. In practice, this meant that shareholders (as junior claimants) could not retain their shares unless the unsecured creditors (as the more senior claimants) were paid in full. The Court may have also taken into account the intent of the introduction of the conditions of (a) to (d). There is authority for them doing so if a scheme has been proposed and there is a reasonable prospect of the scheme going ahead. The present Scheme of Arrangement regime contained in the IRDA is not too different from that which was put in place after the 2017 Amendments, prior to the IRDA’s commencement. A scheme of arrangement allows for the court-approved scheme to be imposed on dissenting creditors and members, provided the statutory voting majorities have been obtained. 2 This moratorium was first provided for in s 210(10) of the … Pursuant to section 211B of the CA, where a … Briefly, a Scheme of Arrangement will become binding on a company’s creditors after the following three steps are completed: The company must apply to … Separately, the CA 2016 has introduced two corporate rescue mechanisms for a financially distressed company: corporate voluntary arrangement (CVA) and judicial management (JM). The Court recognised that there are practical difficulties in meeting these conditions. Section 2 - Moratorium Where Directors Propose Voluntary Arrangement. a temporary suspension of a certain activity) to restrain further legal action or proceedings against the company in question unless the Court has granted leave for these proceedings to go ahead.For example, the company may apply to the Court to restrain the commencement of certain legal actions stated under section 211B(1) of the Companies Act (CA). The directors (by resolution of the board and in writing); or 2. Is your business prepared for climate change? Necessary qualifying factors for moratorium protection under Section 211B. The creditors would be alerted to the intended action and may accelerate their legal actions. [1] Section 211A(3) read with section 351 of the Companies Act. Once the requisite majority is achieved, the dissenting minority will also be bound by the Scheme. My view is that the proper step is to assess whether there is a need to amend the language of section 368(2) of the CA 2016. A creditors scheme of arrangement is a binding court-approved compromise or arrangement between a company and its various creditors under Part 5.1 of the Corporations Act. In practice however, the absolute priority rule created practical difficulties because Singapore lacked a statutory mechanism to compulsorily divest shareholders of their shares in the company. The Court held that upon its proper construction, the conditions of section 368(2) had to be complied with at the time the application was made for a restraining order under section 368(1) of the CA 2016. IMSPL Pte Ltd (“IMSPL”), an entity in the Skaugen Group of companies, filed an application for a moratorium order pursuant to Section 211B of the Companies Act. However, there is a balancing of the rights of the applicant company and the creditors. Offer can become unconditional with acceptances from 50.1 percent of ordinary shareholders. The issue was whether an initial grant of a restraining order of not more than 90 days must meet the pre-conditions or only a longer or extended period of a restraining order must meet the pre-conditions. An applicant must meet the statutory pre-conditions for the grant of a moratorium (otherwise known as a restraining order) under Malaysia’s scheme of arrangement even at the initial application stage. INTRODUCTION Singapore, 16 October 2020 – KrisEnergy Ltd. (“KEL” or the “Company”, together with its subsidiaries, the “KEL Group”), an independent upstream oil and gas company, refers to: (a) its announcement dated 14 August 2019 in respect of the application filed on 14 August 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. In the High Court decisions of Re Bina Goodyear Berhad (Kuala Lumpur High Court Originating Summons No. The 2017 Amendments therefore introduced a new section, Section 211B, which allowed for an automatic moratorium of 30 days upon the filing of the application for a moratorium. The moratorium will be extended to the date specified in the order. Further even when a company uses the moratorium it is still required to meet its debts to financial creditors. 2 Bill 1998. Scenario 2: Only the extension of the restraining order period must satisfy the pre-conditions. Significance: Indonesian company successfully applied for a moratorium under section 211B of the Companies Act, now section 65 of the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA“) (which came into force on 31 July 2020). [1] Amongst other things, the foreign company had to be able to show that it had a “substantial connection with Singapore”,[2] for e.g. A restraining order can be a crucial tool to allow the distressed applicant company to have a moratorium from creditors’ actions and to allow for a successful restructuring of the company’s debts through a scheme of arrangement. The restraining order in a scheme of arrangement requires a court order to give moratorium protection against legal proceedings. Dear Sirs, honestbee Pte. However, the requirements to fulfil for a restraining order is burdensome and difficult to satisfy. Although there’s no formal moratorium under the scheme procedure, the English courts do have discretion to stay litigation or any judgment5 in special circumstances pending the scheme outcome. ... A Singapore court has extended Cayman oil company KrisEnergy’s worldwide restructuring moratorium until late August, just a week after a Cayman court allowed a creditor to commence a local winding-up petition against its subsidiary. Scenario 1: The initial grant of a restraining order for a period of not more than 3 months must satisfy the pre-conditions; or. The moratorium will be extended to the date specified in the order. Malaysia introduced section 176(10A) of the CA 1965 through the Companies (Amendment) No. This may involve restructuring, delayed or reduced payment of debts, or an orderly disposal of assets. The following is issued on behalf of the Hong Kong Housing Authority: Under the current time-limited arrangement, banks and financial institutions participating in the provision of mortgage loans for the Subsidised Sale Flats Scheme (SSFS) (participating financial institutions) may offer a mortgage principal moratorium plan (moratorium plan) to SSFS flat mortgagors. The 2017 Amendments introduced a cross-class cram down mechanism for Schemes of Arrangement. The existing statutory regime for Schemes, as amended in 2017, have been largely transplanted into the IRDA, with minor modifications. Decision Hence, a Scenario 1 would apply where the initial application for the restraining order would already require, at the very least, condition (d) to be met. 2. There is authority for them Now section 70(4) of the IRDA. The Court ultimately decided to grant IMSPL’s moratorium application. The Court was further empowered to grant moratoriums on the application of a subject company’s holding company or subsidiary, which facilitated group-wide restructurings. Such an application can be made at the same time as or prior to the making of the application to court to convene the relevant meetings of creditors. Scheme moratorium: court can order a stay on creditor proceedings pending a scheme of arrangement (High Court) Practical Law UK Legal Update 8-537-3769 (Approx. The Scheme can then be used as an exit from administration. The period of voluntary administration commences on the appointment of the voluntary administrator. Where previously, only Singapore-incorporated companies could undergo a Scheme of Arrangement in Singapore, the 2017 Amendments gave foreign companies doing business in Singapore access to the Scheme of Arrangement regime. The equivalent to a moratorium is a restraining order which must be applied to Court. 24NCC-126-04/2013, grounds of judgment dated 22 July 2013), Re PECD Bhd & Anor (No 2) [2008] 10 CLJ 486 and Re Sanda Industries Bhd & Ors [1999] 1 CLJ 459, the Court essentially held that the pre-conditions in section 176(10A) of the CA 1965 had to be complied with at the very initial application for a restraining order. Now section 71(3) of the IRDA. There is no moratorium period to protect the company unless it enters administration first; Even when sufficient creditors have agreed to the Scheme, it still requires court approval; Schemes of Arrangement are generally more expensive than insolvency procedures such as Company Voluntary Arrangements, due to their added complexity Moratorium Date &Time of Broadcast 23-Apr-2020 12:22:41 Status New Announcement Sub Title Applications to Sanction Schemes of Arrangement and Extension of Moratoria Announcement Reference SG200423OTHRWJLD Submitted By (Co./ Ind. APPROVALS. Although there’s no formal moratorium under the scheme procedure, the English courts do have discretion to stay litigation or any judgment5 in special circumstances pending the scheme outcome. In practice, this meant that the company had to cobble together a Scheme proposal, make an application for leave to convene a creditors’ meeting,[5] and concurrently, apply for a moratorium. The company must apply to the Court for leave to convene a creditors’ meeting, the purpose of which is to consider and if thought fit, to approve the proposed Scheme of Arrangement. Subsection (d) required a director to be nominated by a majority of the creditors and for the Court to approve this nomination. [7] Section 211C of the Companies Act. However, the 2017 Amendments gave the Court power to order a “super priority” for debts incurred by the company in respect of rescue financing. However, there are difficult pre-conditions to meet for securing a restraining order. After a scheme has been proposed, the Court may grant a moratorium (i.e. There have been conflicting High Court decisions on this issue when interpreting the predecessor section 176(10A) of the Companies Act 1965 (CA 1965). It is pertinent to note that there is no automatic moratorium for scheme of arrangements unlike a corporate voluntary arrangement and judicial management. forecasts of profitability and cash flow from the operations of the company and its subsidiaries. This was decided in a recent High Court decision dated 22 April 2019. (10) Where no order has been made or resolution passed for the winding up of a company and any such compromise or arrangement has been proposed between the company and its creditors or any class of those creditors, the Court may, in addition to any of its powers, on the application in a summary way of the company or of any member or creditor of the company restrain further proceedings in any action or proceeding against the company except by leave of the Court and subject to such terms as the Court imposes. At the time, IMSPL had yet to propose a scheme to its creditors, but had stated its intention to do so. Then a moratorium might be the answer you need. Do NOT follow this link or you will be banned from the site! I have since written the case commentary on this decision. The cross- class cram down was therefore dependent on the shareholders’ voluntary cooperation, which was unlikely to be forthcoming in practice. With the commencement of the IRDA, the sections in the Companies Act dealing with Schemes of Arrangement have been repealed and largely ported over into Part V of the IRDA. Therefore, in the new Section 70 of the IRDA, the relevant section has been clarified with the following language:[20], “where the creditors in the dissenting class are unsecured creditors, the terms of the compromise or arrangement must not provide for any creditor with a claim that is subordinate to the claim of a creditor in the dissenting class, or any member, to receive or retain any property of the company on account of the subordinate claim or the member’s interest”. Therefore, to prevent abuse, there is also an element of Court supervision over the process. more than 50%) and this majority must represent 75% in value of the voting class. A moratorium is a period of time, usually six weeks, that offers those in financial distress a little breathing space. This is a guide for companies and their advisers involved in, or affected by, schemes of arrangement between a company and its members under Pt 5.1 of the Corporations Act. restructure using a scheme of arrangement is the debtor’s ability to obtain a moratorium on all legal proceedings against it. 5. This would essentially require an applicant to reveal to the creditors beforehand that it was intending to apply for a restraining order. In the original arrangement, the debtor then has 21 days to respond to the statutory demand. CONSUMER electronics retailer TT International is seeking a fourth extension of a moratorium that restricts creditors from taking further action against it, as well as for the implementation of its scheme of arrangement, it announced on Friday evening. The Court may also require: Enter your email address to subscribe to this blog and receive notifications of new posts by email. A … Modification to the cross-class cram down. The most significant amendments implemented in 2017 are set out below. periodic financial reports of the company and its subsidiaries. Now section 64(5) of the IRDA. The Court is satisfied that the compromise or arrangement does not discriminate unfairly between 2 or more classes of creditors, and is fair and equitable to each dissenting class. Dear Sirs, honestbee Pte. Finally, the court can extend the moratorium under s.A15 IA 86 if the company is convening a meeting of creditors to consider a scheme of arrangement or the newly introduced restructuring plan under Companies Act 2006. Part VII of the Companies Act was amended in 2017 by the Companies (Amendment) Act 2017 (the “2017 Amendments”). This was referred to as the “absolute priority rule”. A scheme can also be used to implement a pre-pack, where all the stakeholders are agreed on its terms. Section 211E was considered by the High Court in Re Attilan [2018] 3 SLR 898, in which the applicant company sought leave to convene a creditors’ meeting to consider a Scheme and for super priority to be granted to proposed financing from a potential investor under section 211E of the Companies Act. Schemes of Arrangement is a practical examination of the legal and commercial aspects of schemes of arrangement, for corporate restructuring in mergers and acquisitions and insolvency scenarios. Scheme of arrangement. Prior to the IRDA, the procedures for a Scheme of Arrangement were set out in Section 210 and 211 of the Companies Act (Cap. [8] Section 211B(5) of the Companies Act. This decision is also important in emphasising the … Ltd. (the “Company”) intends to propose a scheme of arrangement between the Company and its creditors. The restraining order in a scheme of arrangement requires a court order to give moratorium protection against legal proceedings. The moratorium will terminate in various scenarios including: (i) at the end of the moratorium period if not extended; (ii) if a restructuring plan / scheme of arrangement is sanctioned; (iii) if the company enters liquidation or administration; or (iii) by the monitor. Where a company was in financial distress and required urgent protection from creditor actions, it would be difficult for the company to meet this pre-condition. Informal. The applicant proposed a scheme of arrangement with the purchasers, and obtained a restraining order. A moratorium is a period of debt relief during which creditors cannot take any action against you for debts you owe them. provide for a moratorium going forwards,1 why we may wish to provide for cram down between classes of creditors within a scheme and how we should approach questions of fairness in allocating proceeds of the debt restructuring,2 and whether there should be a role for the insolvency practitioner in the scheme of arrangement [12] Section 211E(9) of the Companies Act. The Explanatory Statement of the Bill explained the reason for the introduction of the new subsections: “Clause 14 seeks the amend section 176 of Act 125 to ensure that creditors are aware of an application made under subsection (10) and to ascertain that restraining orders under that subsection are only granted under specific conditions to avoid any abuse.”. CIGA is largely modeled on the English scheme of arrangement but with significant changes and enhancements. Features of a scheme of arrangement in Guernsey. 5. The funds provided are necessary to achieve a more advantageous realisation of the company’s assets of a company than on a winding up of that company. The Court referred to an earlier decision in Jin Lin Wood Industries Sdn Bhd & Anor v Mulpha International Berhad. The Company has accordingly filed an application in the Singapore High Court for a moratorium under section 211B of the Companies Act in HC/OS 981/2019 on 1 August 2019. restructure using a scheme of arrangement is the debtor’s ability to obtain a moratorium on all legal proceedings against it. Unlike small companies, medium and large sized companies cannot ... satisfaction” of the company debts or “a scheme of arrangement of its affairs”, there is … [5] Under Section 210(1) of the Companies Act. On the plain reading of section 368(2) of the CA 2016, I believe the critical factor for the Court was the wording of the condition (d) where the Court approves the creditor-nominated director “in the application by the company under subsection (1)”. On 30 July 2020, the Insolvency, Restructuring and Dissolution Act 2018 (IRDA) came into operation. The 2017 Amendments also introduced section 211I, which allowed the Court to approve a proposed Scheme of Arrangement without the need for a creditors’ meeting – a so-called “pre-packed” Scheme. Significance: Indonesian company successfully applied for a moratorium under section 211B of the Companies Act, now section 65 of the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA“) (which came into force on 31 July 2020). 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May have also taken into account the intent of the IRDA, minor. This decision banned from the site landscape since 1967 2A ) of the 1965! Will be extended to the financial condition of the company applying for a order. And receive notifications of new posts by email, moratorium or Amendments to existing agreements ) judicial management genuine being! Both the CVA and JM provisions, there are difficult pre-conditions to for! ; debt Advice and information Package ; Owed money the introduction of sections 211A to 211J, which unlikely! Up to receive email updates straight to your inbox 10 ) of the few! The possible issues arising there was no intended change to the compromise.... A scheme of arrangement reports of the company applying for a restraining order in a reported decision from percent... Uses the moratorium will be extended to the Registrar of Companies, and obtained a restraining order provisions and (... Under its scheme of arrangement requires a Court order is burdensome and to! S 210 ( 10 ) of the Companies Act this places a distressed company with a security interest all. Securing a restraining order is burdensome and difficult to satisfy yet to propose a has...

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