Sprint Bidco BV, Re

The court granted sanction to the company’s scheme of arrangement under section 899 of the Companies Act 2006. The judge found that the statutory requirements had been met, that classes were properly constituted and fairly represented, and that the requisite majorities voted in favour at the scheme meeting. The court held that the scheme was one which an intelligent and honest man might reasonably approve, relying on expert comparator and valuation evidence showing a materially better outcome than the liquidation comparator and on evidence that scheme creditors had a fair opportunity to provide "new money" on commercial terms. The court also concluded there was a sufficient connection with England and a reasonable prospect of international recognition (notably Netherlands and Germany), supported by expert legal opinions and by a substantial number of scheme creditors having acceded to an RSA, such that sanctioning would not be an act in vain. Objections raised by a minority of creditors about perceived unfairness, information asymmetry and management of the company were considered and rejected as insufficient to prevent sanction.

Background and nature of the application. This was a first‑instance sanction hearing for a Part 26 scheme of arrangement brought by Sprint Bidco BV. The court had previously held a convening hearing on 19 December 2024 (reported at [2024] EWHC 3455 (Ch)), and the company sought an order sanctioning the scheme under section 899 Companies Act 2006.

Procedural posture. The convening hearing decisions (including single class for scheme creditors, absence of jurisdictional road blocks and adequacy of notice) were adopted and not re-opened on new material.

Key facts. A scheme meeting was held with 109 scheme creditors attending in person or by proxy (97.72% in value). 104 creditors voted in favour, representing 80.72% in value and 95.41% in number. Five scheme creditors (representing 17% by value) voted against; two of those (11.95% by value) submitted a letter of concerns to be placed before the court. The objections raised related to (i) perceived unfairness because shareholders retained equity while creditors faced write‑down, (ii) alleged information asymmetry regarding company data and new lending, and (iii) dissatisfaction with management of the company’s financial difficulties.

Issues framed by the court. The judge considered: (1) compliance with statutory requirements under section 899; (2) whether classes were fairly represented and the majority acted bona fide; (3) whether the scheme was one an intelligent and honest creditor might reasonably approve; and (4) whether there was any ‘‘blot’’ on the scheme, including the prospect of international recognition of the scheme given the company’s registration in the Netherlands and assets in Germany.

Court’s reasoning. On statutory requirements the court found compliance and that the Convening Order had been followed. On class representation, there was no evidence the majority were not acting bona fide or were unrepresentative. The court placed weight on the strong statutory majorities and accepted the proposition that where the required majorities are achieved it is usually appropriate to sanction, subject to exceptions. On fairness the judge relied on independent expert reporting (PwC and comparator analysis) showing a better result under the scheme than the liquidation comparator, and on evidence that all creditors had access to a data room and a fair opportunity to provide new money on commercial terms. Regarding international recognition, the court found a sufficient English connection because the compromised liabilities were governed by English law, and took into account expert opinions on Netherlands and German law together with the fact that c.80% in value of creditors had acceded to an RSA. The court therefore concluded there was a reasonable prospect of effect in key foreign jurisdictions and that sanctioning would not be futile.

Relief sought and disposition. The company sought and obtained sanction of the scheme. The judge made an order sanctioning the scheme for the reasons above.

The court granted sanction to the scheme. The judge concluded that the statutory requirements of section 899 Companies Act 2006 were satisfied, classes were properly constituted and fairly represented, the requisite majorities voted in favour, independent expert evidence demonstrated the scheme produced a materially better outcome than the liquidation comparator, and there was a reasonable prospect of international recognition (supported by expert opinions and an RSA). Objections from a minority of creditors were insufficient to defeat sanction.

This is a first‑instance sanction hearing following a convening hearing held on 19 December 2024, reported at [2024] EWHC 3455 (Ch). No further appellate history is stated in the judgment.