Schemes of Arrangement PDF

5\. SCHEMES OF ARRANGEMENT - \[Odelia\] Difference between JM and SOA? - - - - \(a) Objective and Purpose of Scheme - - - - - - **[Requirements]** for SOA s210 of the Companies Act - - - Overview of the various stages of a scheme application and appl...

5\. SCHEMES OF ARRANGEMENT - \[Odelia\] Difference between JM and SOA? - - - - \(a) Objective and Purpose of Scheme - - - - - - **[Requirements]** for SOA s210 of the Companies Act - - - Overview of the various stages of a scheme application and applicable tests: The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd and another appeal \[2012\] 2 SLR 213 - - - - - \(i) **[Who]** can apply - Section 210(2) of the Companies Act - - - - - - - - - \(ii) Interim Moratorium - **Automatic interim moratorium**: Section 64 of the IRDA - Duration - **[Scope]** of the moratorium - Requirements - Conditions - Notice of Application - Documents to be submitted - Company to furnish financial information - Extension of duration - Discharge / Variation - \(b) Convening the Scheme Meeting - Application to **[Court for Leave]** to convene meeting O38r2(1) - The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v. TT International Ltd and another appeal \[2012\] 2 SLR 213 - Pathfinder Strategic Credit LP v Empire Credit Resources Pte Ltd \[2019\] 2 SLR 77 - **[After Leave]** is granted by Court to convene creditor\'s meeting - Sections 210(1) and 211 of the Companies Act - Notice of the meeting and explanatory statement - Contents of the explanatory statement must be full and frank - \(i) **[Classification]** of creditors - **[ Dissimilarity principle]**: The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v. TT International Ltd and another appeal \[2012\] 2 SLR 213 - Test - scheme is overall fair and equitable to each dissenting class - Possible classes of creditors - Pathfinder Strategic Credit LP v Empire Credit Resources Pte Ltd \[2019\] 2 SLR 77 - \(ii) **[Voting]** on the proposed scheme - **[ Threshold of creditor support required]**: Section 210(3AB) of the Companies Act Majority in number of each class of creditors representing three-fourths in value present and voting - - - \(c) Court approval of the Scheme - \(i) **[Factors]** that the Court takes into consideration - - - - The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v. TT International Ltd and another appeal \[2012\] 2 SLR 213 - - - - - Pathfinder Strategic Credit LP v Empire Credit Resources Pte Ltd \[2019\] 2 SLR 77 Wai Wen Electrical Engineering - **[Effect]** of SOA approval - **[Termination]** of the SOA