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Jersey Unreported Judgments
You are here: BAILII >> Databases >> Jersey Unreported Judgments >> Telewest Finance v [2004] JRC 109 (18 June 2004)
URL: http://www.bailii.org/je/cases/UR/2004/2004_109.html
Cite as: [2004] JRC 109
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[2004]JRC109
royal court
(Samedi Division)
18th June, 2004
|
Before: |
F.C. Hamon, Esq., O.B.E., Commissioner, and Jurats Bullen and Le Breton. |
IN THE MATTER OF THE REPRESENTATION OF TELEWEST FINANCE (JERSEY) LIMITED
AND IN THE MATTER OF THE COMPANIES (JERSEY) LAW 1991
Ex parte Application by the Representor for an Order sanctioning a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991
Advocate R. MacRae for the Representor.
judgment
the COMMISSIONER:
1. On the 27th April 2004 this Court made an Order (the Deputy Bailiff presiding) that the Representor convene a meeting of the Jersey Scheme on 1st June 2004 or on such later date, not being after 15th June 2004, as the Board of the Representor might decide, and gave various directions for the giving of notice for a Scheme meeting and for the transmission of the explanatory statement and Scheme to Scheme creditors in or in, substantially, a form in which they were before the Court. The Court also gave directions for the conduct of the meetings.
2. We have paid particular attention to the case of In re National Bank (1966)1WLR 819 where Plowman J formulated the principles on which the Court acts on the hearing of a petition under the forerunner to section 425 of the Companies Act 1985, which is the equivalent of Article 125 of our law. We have no doubt, having considered the relevant cases, that the meeting held on 1st June, 2004, was a representative meeting, and that those voting were acting bona fide, and with no coercion by anyone at all. In fact, we are quite satisfied that the Jersey Scheme is such as 'an intelligent and honest man, a member of the class concerned in acting in respect of his interest might reasonably approve'. As Lord Lindlay stated in Re English Scottish and Australian Charter Bank (1893) Ch 385 at 409,
"If the creditors are acting on sufficient information and with time to consider what they are about and they are acting honestly they are, I apprehend, much better judges of what is to their commercial advantage than the Court can be.
While, therefore, I protest that we are not to register their decisions but to see that they have been properly convened and have been properly consulted and have considered the matter from a proper point of view, that is with a view of the interest of the class to which they belong and are empowered to bind, the Court ought to be slow to differ from them. It should do so without hesitation if there is anything wrong, but it ought not to do so in my judgment unless something is brought to the attention of the Court to show there has been some material oversight or miscarriage".
3. This Court has not the slightest doubt, having considered the voluminous number of documents and the many affidavits that have been supplied, that this Scheme is one which an intelligent and honest man, a member of the class concerned in acting in respect of his interest might reasonably approve. In our view every factor has been pointed out to us by Advocate MacRae and indeed we can see that there is no alternative that might reasonably be available to the creditors.
4. Two conditions still remain to be satisfied: that the Order of the High Court, which sanctions the Telewest Scheme arrangements, has to be delivered to the English Registrar of Companies which would make the Scheme effective, and Telewest Jersey needs to obtain a permanent injunction and Order of the US Bankruptcy Court under Section 304 of the US Bankruptcy code, pursuant to which Jersey Scheme creditors are restrained from commencing or continuing actions or proceedings against, inter alia, Telewest Jersey in respect of Jersey Scheme claims (unless more than half of all bond holders and Jersey bond holders by principle amount as at the record date have notified Telewest Jersey they consent to the waiver of this condition). The Scheme will not be effective until those two conditions have been satisfied. The directors have also undertaken to the Court that the Scheme will not be made effective unless it can be made effective by 31st July 2004. In the circumstances we are content to sanction the Scheme issued under Article 125(2) of the law and we order accordingly.
Authorities.
In re National Bank (1966)1WLR 819.
Companies Act 1985: s.425.
Re English Scottish and Australian Charter Bank (1893) Ch 385 at 409.