CR-2025-001156 - [2025] EWHC 2129 (Ch)

Part 26A of the Act applies where two conditions are met (s.901A(1) to (3)):-

Condition A is that the company has encountered, or is likely to encounter, financial difficulties that are affecting, or will or may affect, its ability to carry on business as a going concern; and

Condition B is that (a) a compromise or arrangement is proposed between the company and its creditors, or any class of them, and (b) the purpose of the compromise or arrangement is to eliminate, reduce or prevent, or mitigate the effect of, any of those financial difficulties.

This section applies if the compromise or arrangement is not agreed by a number representing at least 75% in value of a class of creditors …. (“the dissenting class”), present and voting either in person or by proxy at the meeting summoned under section 901C.

If conditions A and B are met, the fact that the dissenting class has not agreed the compromise or arrangement does not prevent the court from sanctioning it under section 901F.

Condition A is that the court is satisfied that, if the compromise or arrangement were to be sanctioned under section 901F, none of the members of the dissenting class would be any worse off than they would be in the event of the relevant alternative (see subsection (4)).

For the purposes of this section “the relevant alternative” is whatever the court considers would be most likely to occur in relation to the company if the compromise or arrangement were not sanctioned under section 901F.

Condition B is that the compromise or arrangement has been agreed by a number representing 75% in value of a class of creditors …. present and voting either in person or by proxy at the meeting summoned under section 901C, who would receive a payment, or have a genuine economic interest in the company, in the event of the relevant alternative.”