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England and Wales High Court (Chancery Division) Decisions
You are here: BAILII >> Databases >> England and Wales High Court (Chancery Division) Decisions >> Apcoa Parking (UK) Ltd & Ors, Re  EWHC 997 (Ch) (26 March 2014)
Cite as:  EWHC 997 (Ch),  Bus LR 1358,  BUS LR 1358
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B e f o r e :
|IN THE MATTER OF APCOA PARKING (UK) LTD & ORS|
61 Southwark Street, London, SE1 0HL
Tel: 020 7269 0370
MR S MORTIMORE QC (instructed by Kirkland & Ellis International LLP) appeared on behalf of the CENTERBRIDGE LENDERS
Crown Copyright ©
MR JUSTICE HILDYARD:
(1) APCOA Parking Holdings (UK) Ltd and APCOA Parking (UK) Ltd (both incorporated in England);
(2) APCOA Parking Holdings GmbH and APCOA Parking Deutschland GmbH (both incorporated in Germany);
(3) APCOA Parking Belgium NV (incorporated in Belgium);
(4) APCOA Parking Austria GmbH (incorporated in Austria);
(5) APCOA Parking Holding Danmark ApS (incorporated in Denmark);
(6) EuroPark Scandinavia AS and EuroPark Holding AS (both incorporated in Norway).
(1) first, a tranche A facility, guaranteed facility and revolving credit facility in an aggregate amount of €595 million and £33.83 million. Those are called "the Priority Senior Facilities"; and
(2) second, a subordinated term loan facility in an amount of some €65 million; these are called "the Second Lien Facilities".
"(1)Persons whose rights are so dissimilar that they cannot sensibly consult together with a view to their common interest must be given separate meetings. Persons whose rights are sufficiently similar that they can consult together with a view to their common interest should be summoned to a single meeting.
(2) The test is based on similarity or dissimilarity of legal rights against the company, not on similarity or dissimilarity of interests not derived from such legal rights. The fact that individuals may hold divergent views based on their private interests not derived from their legal rights against the company is not a ground for calling separate meetings.
(3) The application of this test requires a consideration of (a) the rights of creditors in the absence of the scheme and (b) any new rights to which the creditors become entitled under the scheme. If there is a material difference between the rights of different groups of creditors under (a) or (b), they may constitute different classes. Whether they do so will depend on a judgment as to whether such differences make it impossible for the different groups to consult together with a view to their common interest.
(4) In considering the rights of creditors which are to be affected by the scheme, it is essential to identify the correct comparator. In the case of rights against an insolvent company, where the scheme is proposed as an alternative to an insolvent liquidation, it is their rights as creditors in an insolvent liquidation of the company."