Re Sunac China Holdings Ltd

HCMP 382/2023

[2023] HKCFI 2850

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 382 OF 2023

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REASONS FOR DECISION

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The application

1.The Company seeks the Court’s sanction under section 673 of the Companies Ordinance (Cap. 622) (“Ordinance”) of a scheme of arrangement between the Company and the Scheme Creditors.  The resolution of the Scheme Meeting was carried by an overwhelming majority in number of the Scheme Creditors present and voting, in person or by proxy (namely, 2014 Scheme Creditors voting for the Scheme and five Scheme Creditors voting against), with those voting in favour holding 98.3% of the Voting Scheme Claims at the Scheme Meeting.

2.I shall adopt the abbreviations and terminology employed in the Scheme and the Explanatory Statement despatched to the Scheme Creditors in accordance with my Order made on the Originating Summons on 26 July 2023 (“Convening Order”).

Background

3.The Scheme seeks to restructure the Company’s indebtedness in order to avoid a group-wide liquidation.  In the Company’s liquidation, the Scheme Creditors’ recovery is estimated to be approximately 5.8%–9.6%, but the Scheme Creditors’ recovery under the Scheme is estimated to be approximately 100%.

4.The background of the Company is in brief as follows.  On 27 April 2007, the Company was incorporated as an exempted company with limited liability in the Cayman Islands.  On 7 October 2009, the Company was registered as a non-Hong Kong company under Part XI of the predecessor Companies Ordinance (Cap. 32).  The Company has been listed on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”) with Stock Code 1918 since 2010.

5.The Company is an investment holding company whose operating subsidiaries are in the Mainland (together, “Group”). The Group is principally engaged in property development and investment in the Mainland.  The Group’s business is organised into four business segments in the Mainland:

(1)  property development and investment;

(2)  cultural and tourism city construction and operation;

(3)  property management services; and

(4)  other services in the Mainland including fitting out and decoration services, film and culture investment, and office building rentals.

6.The Group has a subsidiary, Sunac Services Holdings Limited (“Sunac Services”), which is also listed on SEHK (stock code 1516).  Sunac Services is a holding company incorporated in the Cayman Islands, mainly engaged in providing property management services, value-added services for non-owners, community living services, and commercial operation management services in the Mainland.

The Company’s financial difficulties

7.Largely due to the onset of the pandemic and dramatic changes in the macro environment in the Mainland property sector since the second half of 2021, the Company has endured a few years of financial difficulties.  Consequently, the Group incurred a net loss of approximately RMB42.00 billion (US$5.81 billion) and RMB29.89 billion (US$4.14 billion) for the years ended 31 December 2021 and 2022 respectively.

8.As at 31 December 2022:

(1)  the Group’s total assets were approximately RMB1,090.17 billion (US$150.87 billion);

(2)  the Group’s total liabilities were approximately RMB1,003.76 billion (US$138.91 billion);

(3)  the Group had net current liabilities of approximately RMB96.07 billion (US$13.30 billion);

(4)  the Group’s current and non-current borrowings amounted to approximately RMB253.48 billion (US$35.08 billion) and RMB44.94 billion (US$6.22 billion) respectively.

9.As of 31 December 2022, on a standalone basis:

(1)  the Company’s total assets were approximately RMB86.19 billion (US$11.93 billion);

(2)  the Company’s total liabilities were approximately RMB82.85 billion (US$11.47 billion);

(3)  the Company’s main assets were amounts due from subsidiaries of approximately RMB60.40 billion (US$8.36 billion);

(4)  the Company’s main liabilities were current liabilities relating to borrowings of approximately RMB65.65 billion (US$9.09 billion).

10.The Company’s offshore indebtedness arises from principally the following:

(1)  the Existing Notes which are unsecured as against the Company and governed by New York law;

(2)  the Existing Private Debt which is unsecured and governed by a mixture of Hong Kong law, English law and New York law; and

(3)  private offshore and onshore financing arrangements that are fully or partially secured.

11.The Company’s financial difficulties caused the Company to default on its borrowings:

(1)  The Company failed to pay interest and/or redeem the Existing Notes under the respective terms and conditions of the Existing Notes.  The first missed interest payment for the Existing Notes was in relation to the October 2023 Notes series, which was due on 11 April 2022. Consequently, DB Trustees (Hong Kong) Limited (“DB Trustees”), in its capacity as trustee for the holders of the Existing Notes, became entitled to (among other things) accelerate the Company’s obligations under the Existing Notes Indentures and declare the outstanding principal amounts of the Existing Notes to be immediately due and payable, together with outstanding and all other sums payable. So far DB Trustees have not exercised this right.

(2)  In addition to the Existing Notes, there have been events of default and/or cross defaults in relation to certain of the Existing Private Debt, the Company’s Other Secured Debts and the Company’s Guaranteed Onshore Debts.

12.On 8 September 2022, a purported beneficial holder of certain Existing Notes presented a winding-up petition against the Company (HCCW 319/2022).  On 13 June 2023, as a result of the parties’ mutual agreement, the petition was withdrawn.

13.In order to avoid a liquidation and to return the Company to a solvent going concern, the Company has been pursuing a debt restructuring leading to the Scheme.

14.The Scheme compromises only the Existing Debt, being the Existing Notes and the Existing Private Debt. The Company and the Group will deal with the Company’s other indebtedness bilaterally.  There is nothing unusual in this.  A company is permitted by the Ordinance to introduce a scheme, which only compromises part of its debt and a company can choose, which portion of its debt to scheme.  This is partly a consequence of the fact that section 673 of the Ordinance does not provide a mechanism directed specifically at facilitating financially challenged companies to restructure their debt.  It is a mechanism included in the general company’s legislation, rather that that specifically dealing with insolvency (Companies (Winding Up and Miscellaneous Provisions) Ordinance, Cap. 32), and allows a company to make arrangements between itself and its member in connection with matters that have nothing to do with insolvency or debt such as change in capital structure, as well as compromise between a company and all or part of a section of its creditors.

15.It has become increasingly common for Mainland business groups listed on the Hong Kong Stock Exchange to compromise their off-shore debt denominated in currencies other than RMB through Hong Kong schemes of arrangement.  Their more substantial on-shore debt will be restructured in the Mainland in accordance with the methods available under the Enterprise Bankruptcy Law as well as out of court consensual arrangements.  The People’s Republic of China (the Mainland and the Hong Kong SAR) is the jurisdiction with which such business groups have by far their closest connections.  The Mainland and Hong Kong have processes, techniques and courts familiar in addressing the financial difficulties which, unfortunately, business groups have in recent years encountered in increasing numbers.

16.The Scheme Creditors’ recovery under the Scheme is estimated to be about 100%, whereas in a liquidation the Scheme Creditors’ recovery is estimated to be about 5.8%–9.6%.  The Scheme will seek to discharge the Existing Debt, being the Existing Notes and the Existing Private Debt outlined above (Clause 6.1 of the Scheme).  In return, the Creditors will be entitled to the following Restructuring Consideration (Clause 6.2 of the Scheme):

(1)  for those Scheme Creditors who have acceded to the RSA by the relevant deadline, a Consent Fee of an amount equal to 0.1% of the aggregate principal amount of Existing Debt set out in the Accession Letter;

(2)  convertible bonds to be issued by the Company that are convertible to shares in the Company (“Sunac Shares”), in an aggregate principal amount of US$1 billion (“Convertible Bonds”), which shall be allocated on a pro rata basis;

(3)  subject to the Scheme Creditors’ election:

(a)  Mandatory Convertible Bonds to be issued by the Company that are convertible into Sunac Shares, subject to a cap of US$1.75 billion (which was increased to US$2.75 billion), to be allocated to the electing Scheme Creditors pro rata to the Scheme Claims elected for exchange if the principal amount of Mandatory Convertible Bonds elected for exchange by the Scheme Creditors exceeds the cap; or

(b)  shares in Sunac Services (“1516 Shares”) currently held by Sunac Services Investment Limited, a wholly-owned subsidiary of the Company, subject to a cap of 449,356,068 1516 Shares, to be allocated to the electing Scheme Creditors pro rata to the Scheme Claims elected for exchange if the number of 1516 Shares elected for exchange by the Scheme Creditors exceeds the cap; and

(4)  New Notes to be issued by the Company in an aggregate principal amount that equals Scheme Claims less (i) the aggregate principal amount of Convertible Bonds; (ii) the aggregate principal amount of Mandatory Convertible Bonds (if any); and (iii) the amount of Existing Debt to be exchanged into 1516 Shares (if any).

Applicable Legal Principles

17.In considering whether to sanction a scheme, the Court applies some well-established principles which were recently restated in Re China Singyes Solar Technologies Holdings Ltd[1], in particular the following:

(1)  whether the scheme is for a permissible purpose;

(2)  whether creditors who were called on to vote as a single class had sufficiently similar legal rights such that they could consult together with a view to their common interest at a single meeting;

(3)  whether the meeting was duly convened in accordance with the Court’s directions;

(4)  whether creditors have been given sufficient information about the scheme to enable them to make an informed decision on whether or not to support it;

(5)  whether the necessary statutory majorities have been obtained;

(6)  whether the Court is satisfied in the exercise of its discretion that an intelligent and honest man acting in accordance with his interests as a member of the class within which he voted might reasonably approve the scheme; and

(7)  in an international case, whether there is sufficient connection between the scheme and Hong Kong, and whether the scheme is effective in other relevant jurisdictions.

I will deal with each principle in turn.

18.As in Singyes, the Scheme is a genuine debt restructuring of a distressed company.  The Scheme also provides for certain ancillary discharge of Released Claims (Clause 6.1 of the Scheme), comprising mainly:

(1)  claims against third parties (such as Subsidiary Guarantors) in connection with the Scheme Claims; and

(2)  claims against third parties in connection with the preparation, negotiation, sanction or implementation of the Scheme, the Restructuring Documents and/or the RSA.

19.The discharge of third-party guarantees is uncontroversial and permissible: Re Unity Group Holdings International Ltd[2].The ancillary discharge in favour of third parties in connection with the Company’s restructuring steps is also permissible: Re Century Sunshine Group Holdings Ltd[3]; Re Century Sun International Ltd[4].

20.In considering whether creditors are properly classified, the test is whether creditors who are called on to vote as a single class have sufficiently similar legal rights that they could consult together with a view to their common interest at a single meeting.  The relevant principles may be summarised thus:

(1)  The overarching question is whether the pre and post-scheme rights of those proposed to be included in a single class are so dissimilar as to make it impossible for them to consult with a view to their common interest.  If that is the case, separate meetings must be summoned.

(2)  The second principle is that it is the rights of creditors, not their separate commercial or other interests, which determine whether they form a single class or separate classes. Conflicting interests will normally only ever arise at the sanction stage as a question for consideration.

(3)  The third principle is that the court should take a broad approach to the composition of classes, so as to avoid giving unjustified veto rights to a minority group of creditors, such that the test for classes becomes an instrument of oppression by a minority.  The court should be careful to avoid unnecessary proliferation of classes because by ordering separate meetings the court might give a veto to a minority group.

(4)  The fourth principle is that the court has to consider, on the one hand, the rights of the creditors in the absence of the scheme and, on the other hand, any new rights to which the creditors become entitled under the scheme.  If, having carried out that exercise, there is a material difference between the rights of the different groups of creditors, they may, but not necessarily will, constitute different classes. Whether they do so depends on a judgment as to whether such a difference makes it impossible for the different groups to consult together with a view to their common interest.

(5)  In applying the above test, the starting point is to identify the appropriate comparator: that is, what would be the alternative if the scheme does not proceed.

See Re China Oil Gangran Energy Group Holdings Ltd[5]; Re Nasmyth Group Ltd[6].

21.As regards the identification of the appropriate comparator, the established practice is as follows:

“In the context of a scheme of arrangement the Court must identify the comparator so that it can properly consider both class composition and also whether it produces a result for all scheme creditors which is better than or, at least no worse than, the result which would be achieved in the absence of the scheme” (Re Lamo Holding BV [2023] EWHC 1558 (Ch) at [76] (Leech J)).

“In identifying the relevant alternative, the directors of the Company, being advised by their professional advisers, are normally in the best position to identify what will happen if a Scheme or Plan fails” (Re Fitness First Clubs Ltd [2023] EWHC 1699 (Ch) at [63] (Michael Green J)).

22.In brief, in assessing the Scheme Creditors’ rights, the Court considers what are often referred to as “rights in” and “rights out”:

“[T]he court needs to consider: (i) The rights of the Plan Creditors in the absence of the Plan, sometimes called the rights in; and (ii) Any new rights to which the Plan Creditors become entitled under the Plan or rights out.

If there is a material difference between the rights of the different groups under (i) or (ii), they may, but not necessarily will, constitute different classes” (Re Yunneng Wind Power Co Ltd [2023] EWHC 2111 (Ch) at [40] (Michael Green J)).

23.Applying the above principles, the Scheme in my view correctly placed the Scheme Creditors in one class for the following reasons:

(1)  The appropriate comparator is the Company’s liquidation because should the Scheme fail, the Company is likely to go into liquidation.

(2)  In the event of the Company’s liquidation, the Scheme Creditors would have identical “rights in” because the Scheme Claims are the Company’s general unsecured debts (e.g. Re Hong Kong Airlines Ltd[7]; Re Petropavlovsk Plc[8]).

(3)  The Scheme Creditors have the identical “rights out” because the Scheme treats them equally.  The mere fact that the Scheme also effects an ancillary discharge in respect of the Released Persons would not fracture the class (e.g. Re Unity Group Holdings International Ltd[9]).  In this connection, the present case is very similar to Re CFLD (Cayman) Investment Ltd[10]:

“So in summary, the Scheme provides for the cancellation of the existing bonds, the release of the Company, the guarantor, the existing bonds trustee, the existing bonds agent and the existing bonds depository from their liabilities towards one another under the existing finance documents. In exchange for that the Scheme creditors will be entitled to receive a new suite of bonds. There are three different types of bonds and creditors have options for the make up of the replacement bonds that they wish to take.”

(4)  The Scheme provides that a group of Scheme Creditors (namely, the Ad Hoc Group) may nominate a non-executive director on the Company’s board, namely the Offshore Creditors’ Director.  Such appointment is a condition precedent to the Scheme.  This right conferred on the Ad Hoc Group should not fracture the class composition because the Offshore Creditors’ Director would be appointed for the benefit of all Scheme Creditors.  The position is analogous to the situation in Re Stemcor Trade Finance Ltd[11]:

“The scheme and associated restructuring documentation also provides, in addition to the rights of the anchor shareholder, for the possibility that any lenders who hold more than 7 per cent of the shares in Topco will have the ability to appoint a non-executive director to Topco. It seems to me that, although this might be said to constitute a difference in rights available to those lenders under the scheme, those rights of participation in management are limited. They are also not accompanied by any prospect of financial reward. Having regard to the issues to be considered in relation to the scheme overall, in my judgment, such rights are not sufficiently different so as to require the putative holders of those rights to be placed into a different class from other lenders who will not ultimately enjoy those rights.”

(5)  It is well established that a modest consent fee available to all scheme creditors would not fracture the class composition: Re Da Sen Holdings Group Ltd[12]; Re Hilding Anders International AB[13]. Accordingly, the Consent Fee of 0.1% of the principal amount of the Existing Debt granted to the Scheme Creditors who acceded to the RSA is immaterial to class composition.

(6)  Similarly, it is also well established that a scheme company’s payment of work fee and other professional expenses incurred by creditors (in this case, the AHG Work Fee and the AHG Advisor Fees) would not create any class issue:

“This is the arrangement to meet certain expenses of the AHG. It is a common feature of restructurings. It is not intended to confer any additional benefit or bounty on the relevant creditors, only to make sure that they are not out of pocket ... In my judgment it does not fracture the class” (Re Hilding Anders International AB [2023] EWHC 1513 (Ch) at [29] (Adam Johnson J)).

24.The Convening Order has been complied with.  The English and Chinese advertisement of the Notice of the Scheme Meeting was duly placed in The Standard and Sing Tao Daily on 28 August 2023.

25.As I have already mentioned during the Scheme Meeting held on 18 September 2023, the Scheme Creditors overwhelmingly voted in favour of the Scheme: see the Chairperson’s Report.  As summarised above at paragraph 3, the requirements under section 674(1)(b) of the Ordinance that the Scheme be approved by a majority in number representing at least 75% in value of the Scheme Creditors present and voting in person or by proxy have been satisfied.  As the Company has a duty to reflect what transpired at the Scheme Meeting accurately and to present a full picture to the Court (Re Kosonic Industries Co Ltd[14]), the Chairperson’s Report has also shown that 14 Scheme Creditors abstained from voting and their Scheme Claims amounted to 2.7% of the Scheme Claims held by the Scheme Creditors present at the Scheme Meeting.

26.To satisfy the requirements of section 671(3) of the Ordinance, an explanatory statement must be sufficiently informative:

“A company is under a duty to include in the explanatory statement all the information necessary to enable the creditors to form a reasonable judgement on whether the scheme is in their best interests or not, and hence how to vote. The extent of the information required to be provided will, of course, depend on the facts of the particular case. Necessarily, the duty extends to the company providing up to date information, or an adequate explanation of why it has not done so, that will allow a creditor to contrast what is to be anticipated if the scheme is approved, and the outcome if it is not. A company is required to provide specific financial information to support its predicted outcomes, and I would normally expect it to have its views independently verified by an insolvency practitioner or other suitable professionals” (Re Century Sun International Ltd [2021] HKCFI 2928; [2021] HKCLC 1477 at [23] (Harris J) (footnotes omitted)).

See also Re Virgin Active Holdings Ltd[15].

27.In my view the Explanatory Statement satisfies the requirements of section 671(3):

(1)  The Explanatory Statement makes clear that the Scheme is an alternative to the Company’s liquidation.

(2)  The Explanatory Statement provides estimates of the likely returns for Scheme Creditors in a liquidation (“Liquidation Analysis”) and under the Scheme.

(3)  The Explanatory Statement explains the Company’s business rationale for avoiding a liquidation, hence the Board’s recommendation for the Scheme.

28.As regards the Liquidation Analysis, the firm commissioned to prepare the analysis took the approach of considering the liquidation of the Group on a consolidated basis along the segmental lines of the Group’s four main areas of business, as opposed to considering the liquidation of each Group entity on an entity-by-entity basis.  The rationale for this approach is that the Company has received Mainland legal advice that in the event of the Group’s liquidation, the liquidation process is likely to be conducted on a consolidated, segmental basis.  This approach to preparing the Liquidation Analysis is justifiable because it reflects the actual liquidation scenario, as demonstrated by the similar case of Re CFLD (Cayman) Investment Ltd[16]:

“As explained in Ms Shu’s witness statement, if the Scheme is not approved the Company is likely to be wound up in the Cayman Islands. This will mean that the parent company would is [sic] liable under the guarantees and it would trigger cross-defaults across the Group in the PRC which will likely result in a consolidated Group liquidation in the PRC. EY prepared a liquidation analysis which calculated that Scheme creditors would recover between 8 per cent and 14.4 per cent in a liquidation whereas the Scheme would give a nominal recovery rate to Bond holders of 89.2 per cent with net present values ranging from 54.4 per cent to 85.3 per cent depending on discount factors and the actual options selected by Bond holders.”

29.In addition, on 4 September 2023, the Company provided a Supplementary Explanatory Statement to the Scheme Creditors to inform them of the Special Dividends to be declared for payment to the Sunac Services Shareholders (as defined in the Supplementary Explanatory Statement) and to provide Scheme Creditors with sufficient explanation to make an informed choice regarding the Restructuring Consideration.  The provision of such supplemental information well in advance of the Scheme Meeting is permissible (e.g. Re Hong Kong Airlines Ltd[17]).

30.The court will approve a scheme which it is satisfied is one that an intelligent and honest person acting in accordance with his interests as a member of the class within which he voted might reasonably approve.  In practice in the absence of opposition the court is unlikely to scrutinise the merits of a scheme in any detail, which has been approved by the requisite majority is as it normally acts on the principle that businessmen are much better judges of what is to their commercial advantage than the Court could be: Re Allied Properties (HK) Ltd[18].  The primary object of the Scheme is that, upon the Scheme becoming effective, the Scheme Claims will be discharged and in return the Scheme Creditors will be entitled to the relevant Restructuring Consideration.  The Restructuring Consideration gives the Scheme Creditors a much better return than in an insolvent liquidation of the Company. It clearly satisfies the criteria I have explained in the first sentence of this paragraph.

31.The Scheme is transactional in scope.  There are two aspects to the international dimension.  The first concerns the Court’s jurisdiction over a scheme promoted by a foreign company. Where a foreign company promotes a scheme, it is well established that the Court has to consider whether there is sufficient connection between the scheme and Hong Kong (Re China Oil Gangran Energy Group Holdings Ltd[19]; Re Petropavlovsk Plc[20]).

32.There is sufficient connection between the Scheme and Hong Kong.  The present case is almost identical to Re China Oil Gangran Energy Group Holdings Ltd[21]:

“The Scheme clearly has strong and sufficient connection with Hong Kong, in particular, because the Company is listed in Hong Kong and a principal purpose of the Scheme is to protect that listing, it is a registered non-Hong Kong company, and managed from Hong Kong. Further, essentially all of the Scheme Claims are governed by Hong Kong law.

33.Further, the fact that a significant number of the Existing Debts other than the Existing Notes are governed by Hong Kong law establishes a sufficient connection with Hong Kong: Re Petropavlovsk Plc[22]).

34.Secondly, in an international case, the Court considers whether the scheme is effective in other jurisdictions of practical importance because it would not be a proper exercise of discretion to sanction a scheme that serves no purpose.  In practice whether or not a jurisdiction is of practical importance to the efficacy of a scheme sanctioned in Hong Kong will commonly be determined by the following considerations:

(1)  Is a material amount of debt to be compromised by the scheme governed by the law of a jurisdiction other than Hong Kong?

(2)  Even if there is some doubt as to whether or not a scheme will compromise a proportion of the debt, is there any reason to think that the creditors will take action in a jurisdiction which will not recognise a scheme as compromising the debt?

(3)  The amount of the debt involved. If, for example, the amount of debt that is not governed by Hong Kong law is less than the cost of introducing a parallel scheme it makes more sense to exclude that debt from the scheme and settle it separately if it is ever pursued.

See China Oil at [21]–[23].

35.As regards Scheme Claims to be discharged under the Scheme which are governed by Hong Kong law, any dissenting creditors’ opposition should not hamper the effectiveness of the Scheme (e.g. Re China Bozza Development Holdings Ltd[23]).

36.As the Scheme Claims relating to the Existing Notes are all governed by New York law, the Company will seek a Chapter 15 recognition of the Scheme (Clause 3.3 of the Scheme).  The Scheme provides for the appointment of a foreign representative in seeking the Chapter 15 recognition (Clause 26 of the Scheme).  The Company’s application for the Chapter 15 recognition will be heard on or around 31 October 2023.  There is no reason to think Chapter 15 recognition will not be granted.

37.The Company does not need a parallel scheme in the Cayman Islands because Cayman lawyers have advised the Company that the Cayman court will treat Chapter 15 recognition as effecting a discharge of New York law-governed debts.

38.As regards Scheme Claims governed by English law, there is no indication that the relevant Scheme Creditors would take any adverse enforcement against the Company.  One Scheme Creditor, whose English law-governed Scheme Claim amounted to approximately US$808,727, voted against the Scheme.  Even if this Scheme Creditor decided to take any adverse enforcement against the Company (which I am told is doubtful), the Company would have sufficient resources to prevent any such enforcement attempt from jeopardising the Scheme.  Therefore, in practice the risk of adverse enforcement in England jeopardising successful implementation of the Scheme is minimal.  Further, in this connection, it is also relevant to take account of the fact that the Scheme enjoys overwhelming Scheme Creditor support:

“[T]he English court will regard a scheme as substantially effective abroad if it has very solid support amongst its scheme creditors” (Re Petropavlovsk Plc [2023] EWHC 264 (Ch) at [23] (Michael Green J)).

39.It is common in complex restructuring for schemes sanctioned by the Court only to become effective after a series of post-sanction steps occur.  The present Scheme is similar because the Restructuring Effective Date is conditional on a series of post-sanction steps to implement the Scheme, such as steps to issue the New Notes, Convertible Bonds and the Mandatory Convertible Bonds.  The Company is on track to satisfy these Restructuring Effective Date conditions.  The present case is thus similar to Re Hong Kong Airlines Ltd[24], and the fact that there are various steps to be taken before the Scheme is implemental is not a reason to decline to sanction it.

Conclusion

40.The Scheme is a legitimate debt restructuring scheme which has complied with all the statutory requirements and has received the requisite Scheme Creditors’ overwhelming support. I, therefore, make an order in the terms presented to me sanctioning in.

Mr Look Chan Ho, instructed by Sidley Austin, for the company