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eported claims, was not of great importance in deciding whether all the
policyholders formed a single class. Furthermore the fact that a creditor might
fall into more than one class did not mean that the separate classes were
inappropriate. In a solvent scheme where a solvent liquidation was not a
realistic alternative, those with accrued claims and those with incurred but not
reported claims had sufficiently different interests such that it was not possible
for them sensibly to consult together in their common interest. The simple fact
that B had excluded certain parts of its business from the scheme did not
support the argument that the meeting had not been properly convened, B had
the right to choose the creditors with whom it wished to enter into the
arrangement. (3) A low turn out at the meeting was not a valid reason for
refusing to endorse the majority vote. However if the court had jurisdiction to
sanction the scheme it would not have done so as the votes cast did not fairly
represent the creditors and the supposed benefits of the scheme were largely
benefits to B.
BTR Plc, Re [1999] 2 B.C.L.C. 675. A scheme was sanctioned on the grounds
that; (1) the court's function in sanctioning the scheme under s.425 included
reviewing a majority decision should circumstances warrant this and not merely
to check that the majority acted bona fide. Furthermore the court could not
sanction a scheme that the majority had approved if it contained a defect,
National Bank Ltd Re 1966 1 W.L.R. 819 Ch D applied; (2) even though
shareholders might have differing interests, as opposed to differing rights, no
more than one meeting of holders of the schemes shares was required where
there was only one class of holders of scheme shares for the purposes of the
scheme in issue; (3) the chairman was entitled to use his proxy votes against the
motion for adjournment and; (4) the Act gave BTR the choice to choose
between a s.425 scheme or a takeover procedure under s.428.
Re Capital Annuities Ltd [1979] 1 WLR 170. Capital Annuities Limited was an
authorised insurance company which carried on long term insurance business.
In 1976 it presented a winding up petition to the court, and the Policyholders
Protection Board prepared a scheme under the Policyholders Protection Act
and sought orders to reduce the company's liabilities under its long term
policies under the Insurance Companies Act 1974. It was held by the court that
no such order could be granted, as it was a condition precedent to the exercise
of the powers to reduce liabilities of a long term insurer that the company
should have been proved to be unable to pay its debts. The fact that the
company did not have sufficient liquid assets to pay its present debts where
repayment had not be demanded did not prove its inability to pay its debts.
Dallhold Estates (UK) Pty Ltd, Re [1992] B.C.C. 394. The court has jurisdiction to
make an administration order against an overseas company following a request
under the Insolvency Act 1986 s.426 providing the section 8 requirements were
met and the court did not find compelling reasons not to make the order.
Re DAP Holding NV [2006] BCC 48. The applicant Dutch companies had applied
for the sanction of schemes of arrangement under s425 Companies Act 1985.
The required statutory majorities had been obtained at the creditors meetings.
The only issue before the court was whether, in light of the fact that none of the
companies had its centre of main interest or an establishment in England and
Wales, the court had jurisdiction to sanction the schemes. It was held that the
schemes would be sanctioned. S425 applied to any company which was liable to
be wound up in England and Wales. The court had jurisdiction to wind up a
foreign company in the context of sanctioning a scheme so long as it had
"sufficient connection to England and Wales".
Re Dorman, Long and Company, Limited. [1934] Ch. 635. In this case two
schemes of arrangement were prepared, one between Dormans, its 5½ per