In the matter of AGPS Bondco Plc

At a convening hearing under Companies Act 2006 Part 26A, the court must balance the urgency arising from a company’s financial distress against the opposing creditors’ entitlement to a fair opportunity to prepare and present complex evidence. A tight timetable may be justified where delay could frustrate the restructuring, but it must remain fair to the parties and manageable for the court. The court may defer issues that would ordinarily be addressed at the convening hearing where urgency and the parties’ position make that appropriate. Directions for creditor voting or disclosure should be refused where the proposed information would not meaningfully advance the relevant inquiry and would create a serious distraction.

AGPS Bondco plc sought directions for meetings to consider a restructuring plan under Part 26A of the Companies Act 2006. The plan concerned unsecured notes issued within the Adler group and was intended to facilitate new money, postpone interest payments and avoid an insolvency alternative.

The proposed plan followed an unsuccessful German contractual voting process. Creditors challenged, among other matters, the validity of transferring the indebtedness to the plan company, the constitution of creditor classes, the timetable for evidence and a proposed requirement that voting forms disclose investment managers. The central issues were whether meetings should be convened and what directions were required for a subsequent sanction hearing.

1. Convening order. The court was satisfied that the requirements of section 901A of the Companies Act 2006 were met: the plan company was a company, it had encountered financial difficulties affecting or potentially affecting its ability to continue as a going concern, and a relevant compromise with creditors was proposed. The court permitted meetings of the creditor classes and provided for a later sanction hearing.
2. Deferred issues. The validity under German law of the substitution transferring the indebtedness to the plan company, and the objection that the plan company had been incorporated for the purpose of accessing the statutory jurisdiction, were deferred to the sanction hearing because of the urgency and limited time available.
3. Classes. Treating each series of notes as a separate class was a justifiable conservative approach. Fees relating to underwriting and the lock-up agreement did not fracture the classes.
4. Directions and fairness. In Part 26A cases the court must balance the company’s need for expedition against opposing creditors’ legitimate interest in having a fair opportunity to prepare evidence, particularly where expert financial and foreign-law evidence is complex. The timetable proposed by the company was ordered because the creditors had known the nature of the scheme for weeks, had experienced legal teams and required time remained for reply evidence and proper judicial preparation.
5. Disclosure and voting forms. The court declined to require disclosure of investment managers on voting forms. That information would not reliably reveal cross-holdings or creditor influence and could generate speculative and distracting litigation at the sanction hearing. The court therefore left the voting forms unmodified.

First instance decision. No prior appellate decision is stated in the judgment.