[2025] EWHC 2887 (Ch)

This is an application for an administration order of Petrofac Limited, a company incorporated in Jersey (the Company). The application was made on an urgent basis on Sunday, 26 October, following the Company’s announcement on 23 October of the termination of a key contract by a counterparty called TenneT. This is the most recent instalment in a somewhat tortuous and winding road for the Company in relation to its debt. A Part 26A plan was proposed and sanctioned at first instance, but the Court of Appeal reversed that decision.

The Company is a holding company whose shares are listed on the London Stock Exchange. Its business therefore consists of holding shares in subsidiaries, providing management services and providing loans to other members of its group (the Group). The main assets of that business therefore consist of shares in subsidiaries that themselves carry on businesses. Following the refusal by the Court of Appeal to sanction the Part 26A plan, the Company considered the viability of a sale of its business, or part of it, or raising additional funds. It became clear to the Company that there was a core of a viable business that could be sold, and that in turn led to a proposal that the senior creditors purchase the business of the Company in a pre-pack administration.

That proposal was proceeding promisingly. Indeed, when considering the Company’s application for permission to appeal against the Court of Appeal’s order on the Part 26A plan, the Supreme Court refused permission on the basis that an appeal could be academic since the Company had reached agreement in principle on an alternative restructuring proposal.

However, the landscape altered significantly when, on 17 October 2025, TenneT terminated a fundamental contract of the business, which meant that the pre-pack administration was no longer viable. Once the pre-pack administration was seen not to be viable, creditors of the Company began demanding payment of sums due, including a demand for some US$ 53 million of collateral.

The application for an administration order is made in that context. I have detailed evidence as to the background, the Company’s financial situation and other relevant matters in the witness statement of Mr Reis e Sousa, a director of the Company, and the Chief Financial Officer of the Group.