Waldorf Production UK Plc, Re (Convening Hearing)

At a convening hearing for a proposed restructuring plan, the court addresses jurisdiction, procedural compliance, notice and class composition. It does not determine the plan’s merits or fairness, which are matters for the sanction hearing.

Where jurisdiction is established, the statutory conditions for the proposed plan are met, notice is sufficient and no present roadblock prevents the plan proceeding, the court may convene the relevant class meetings. Class composition may be approached pragmatically. Separate classes are appropriate where creditors’ rights or treatment differ, and the court may adopt an agreed arrangement where this avoids unnecessary costs and argument.

Waldorf Production UK Plc sought directions for meetings in relation to a second restructuring plan under Part 26A of the Companies Act 2006. The plan was intended to facilitate a proposed sale of parts of the group to Harbour Energy plc and compromise specified secured and unsecured liabilities.

A first restructuring plan had previously been refused sanction by Hildyard J, whose decision was reported at [2025] EWHC 2297 (Ch). The present hearing concerned whether the second plan should proceed to class meetings and a later sanction hearing, including jurisdiction, notice and class composition. The fairness and merits of the plan were reserved for the sanction hearing.

1. Nature of the hearing. The convening hearing was not the occasion to determine the merits or fairness of the plan. Those issues, including HMRC’s substantial and novel arguments concerning tax losses, the relevant alternative and the position of the Exchequer, were reserved for the sanction hearing.
2. Jurisdiction and statutory conditions. The court was satisfied that the plan company, being an English company, could use Part 26A of the Companies Act 2006. Conditions A and B in section 901A were clearly met. No jurisdictional objection or other present roadblock prevented the plan proceeding towards sanction.
3. Notice. Notice given to creditors, including the beneficial owners of the bonds, through Stamdata and the clearing system on 24 December 2025 was sufficient for the convening hearing.
4. Class composition. Four separate class meetings were appropriate: the Super Senior Bondholders, the Original Bondholders, the M&A Creditor and HMRC. The secured creditor groups were properly separated because their treatment differed. HMRC was also properly placed in a separate class from the other unsecured creditor. The court accepted a pragmatic approach, particularly where the proposed composition had been agreed and avoiding further argument and costs was sensible.
5. Order. The court directed that the class meetings proceed and made the agreed timetable and directions. The meetings were to take place by webinar on 11 March 2026, followed by a sanction hearing in April 2026, with provision for expert evidence and related steps.

This was a first-instance convening hearing. The judgment records that a previous restructuring plan had been refused sanction by Hildyard J at [2025] EWHC 2297 (Ch), and that the plan company later withdrew its direct appeal to the Supreme Court after a second plan was proposed.