Introduction
在全球市場資金成本不斷增加的背景下，過去12個月許多開曼群島上市公司已成功採取協商一致的重組措施，以管理其債務水平、現金流和融資需求。
開曼群島《公司法》中的工具，提供了快速且具成本效益的公司重組方式；《2024年公司（修訂）法案》將提出修訂，增強開曼群島金融服務產品，令這些工具今年將進一步簡化。
有爭議的重組
2022年8月31日，開曼群島引入備受期待的重組制度改革（重組修正案），使債務人公司能夠以已經或可能無法償還債務並打算向債權人提出妥協或安排，向法院請求委任重組官。
儘管重組修正案為債權人和債務人公司帶來了許多好處，但推出之際恰逢2008年金融危機以來全球央行最大幅度加息。
英國的利率從2021年12月的0.1%升至2023年8月的5.25%，而美聯儲亦將利率從2022年3月的0-0.25%上調至2023年7月的5.25-5.5% (parliament. uk)。因此，債務重組通常所需的資金成本使許多陷入困境的全球企業無法承受外部融資。
On 27 February 2024, the High Court sanctioned a restructuring plan (the Plan) proposed by CB&I UK Limited (CB&I), part of the global McDermott construction and engineering group (the Group). This is the first English restructuring plan to be approved after the Court of Appeal judgment in Adler (see our Alert) and follows the guidance in that case.
Background
A Court-approved reduction of capital is one of the corporate reorganisation tools that has been successfully deployed by listed companies domiciled in the Cayman Islands in order to manage debt and liquidity.
On 23 January 2024, the Court of Appeal overturned the High Court's sanction of Adler Group's (Adler) restructuring plan (the Plan) (see our alert). This much anticipated judgment provides clarity on the court's discretion to sanction a plan where there are dissenting classes of creditors.
Background
The Plan envisaged:
The Court of Appeal has recently referred to established case law that the court will only interfere with the act of an officeholder “if he has done something so utterly unreasonable and absurd that no reasonable man would have done it”.
While the judge in the lower court had not made any error of law, on the facts there were identifiable flaws in the judge's reasoning that the trustees' decision not to join in the proceedings was perverse.
The judge had failed to recognise that:
After a weekend that saw the tech ecosystem unite to fight for its future, on Monday 13 March 2023, the Bank of England (the Bank) effected the sale of Silicon Valley Bank UK Ltd (SVB UK) to HSBC. It used the resolution powers for stabilising failing banks granted by the Banking Act 2009 which were introduced following the 2008/9 financial crisis.
Resolution powers
The UK insolvency statistics released on 2 August for Q2 2022 (1 April – 30 June 2022) make for fairly sombre, if not entirely unsurprising, reading.
An 81% increase in corporate insolvencies in England and Wales from the same period in 2021 and a 13% increase in insolvencies from Q1 2022. The worst affected sectors are reported to include food, retail and construction.
The UK High Court has excluded 'out of the money' creditors and shareholders from voting on Smile Telecoms Holdings Limited’s (Smile) restructuring plan because they did not have a genuine economic interest in the company.
Background