CR-2025-005763 and CR-2025-005674 - [2025] EWHC 2318 (Ch)

I am asked to make two convening orders for schemes of arrangement under Part 26 of the Companies Act 2006 (“CA 2006”). The first is a scheme or arrangement (the “SWS Scheme”) between SWS Holdings Limited (“SWS HoldCo”) and certain of its creditors. The second is a scheme or arrangement (the “MidCo Scheme” and together with the SWS Scheme, the “Schemes”) between Greensands Financing plc (the “MidCo Scheme Company”) and certain of its creditors.

The MidCo Scheme and the SWS Scheme are inter-conditional. The question whether to convene a meeting of creditors in connection with both Schemes is being considered at the same hearing today. I am grateful for the skeleton arguments and oral argument from Mr Willson and Mr Lupi on behalf of the MidCo Scheme Company, from Mr Bayfield KC and Mr Perkins on behalf of SWS HoldCo, and from Mr Curl KC on behalf of creditors who support the MidCo Scheme.

No one has appeared in court today urging me not to convene the meetings sought. No-one has suggested that either the MidCo Scheme Company or SWS HoldCo have wrongly formulated the proposed classes who should vote on the Schemes. I have been told that a creditor affected by the MidCo Scheme, Commonwealth Bank of Australia (“CBA”), is reserving its position, and I have heard about certain matters relating to CBA’s position from Mr Willson.

Today’s hearing is emphatically not an opportunity for me to consider the fairness or otherwise of the Schemes. That is a matter for the court at the sanction hearing, if creditors approve the Schemes. The matters I must consider today are the following: