The Cayman Scheme of Arrangement A Cayman Islands scheme of arrangement is a court approved compromise or arrangement between a company and its creditors or shareholders (or classes thereof). In the first five months of this year alone over ten schemes have been proposed. In Cayman, there is a statutory process under the Companies Law, 2020, as amended, ("Law") where any company which can be wound-up in Cayman, or its liquidator, applies to the Cayman Grand Court ("Court") to sanction a compromise or an arrangement ("Scheme") with the company’s shareholders or creditors, or a group of them with similar rights (a "Class") (collectively "Stakeholders"). Scheme of Arrangement is a procedure which can be used by a financially troubled company to reach a binding agreement with its creditors about payment of all, or part of, its debts over an agreed period of time. 50). The scheme is referred to in part 26 (sections 895-901) of The Companies Act 2006. Examples of when schemes of arrangement may be used include rescheduling debt, for takeovers, and for returns of capital. This type of scheme gives a company the chance to pay off its debts without entering insolvency. Keyword for scheme of arrangement – viability The challenge to implementation of scheme of arrangements is to obtain the 75% approval from creditors and/or members. However, this kind of exercise should not be undertaken without the prior advice of a lawyer. The role of the Securities and Exchange Board of India (Sebi) and the stock exchanges in reviewing the scheme can help ensure that it is not in violation of the securities norms and also safeguard the interest of shareholders. The two most common ways are by scheme of arrangement and by takeover bid. Therefore, companies are to ensure that its proposed scheme is viable. Before this occurs, one option you may be considering is to negotiate a Creditor’s Scheme of Arrangement. A Scheme of Arrangement is a court-approved agreement between a company and its shareholders or creditors. This is a scheme that addresses the rights of your companies’ creditors (people or companies that it owes money to). In the context of restructurings, there are some recent precedents in Guernsey, and such schemes of arrangement can be used to assist in insolvent/quasi-insolvent restructurings. Practice Notes (33) View all. A scheme of arrangement is a type of corporate action. A scheme of arrangement (or a "scheme of reconstruction") is a court-approved agreement between a company and its shareholders or creditors (e.g. lenders or debenture holders). A scheme of arrangement is typically used to execute a change in the structure of a company, such as during a takeover. Importantly, a scheme is neither an insolvency nor a bankruptcy process, and are relatively low profile in terms of publicity. As seen above, a scheme of arrangement is a relatively straight forward process when compared to an examinership process. Each Scheme Creditor is advised to read and consider carefully the text of the Scheme Document itself. What is a Scheme of Arrangement? The Restraining Order. A scheme of arrangement binds a company and its creditors to the terms of the arrangement. Schemes of arrangement are frequently used by companies to give effect to a debt restructuring. William C. Burton. It may affect mergers and amalgamations and may alter shareholder or creditor rights. This brings the number of schemes issued over the last few years to just under 40. lenders or debenture holders). Schemes of arrangement are flexible: the legislation does not prescribe their terms. Look at other dictionaries: scheme of arrangement — index configuration (form), method Burton s Legal Thesaurus. Prior to the IRDA, the procedures for a Scheme of Arrangement were set out in Section 210 and 211 of the Companies Act (Cap. A scheme of arrangement is a mechanism by which a company may enter into a compromise or arrangement with its members or creditors. A Bermuda scheme is most commonly used to implement a distressed financial restructuring by varying or compromising the rights of the relevant stakeholders (ordinarily, The process The process of structuring and implementing an English scheme of arrangement requires the parties to a scheme of arrangement … A scheme of arrangement is an agreement between a company and either the holders of its securities or its creditors. Scheme of arrangement ; Scheme of Merger by Absorption of Bio Energy Venture - 1 (Mauritius) Pvt. Schemes of arrangement are frequently used by companies to give effect to a debt restructuring. the terms of the Scheme of Arrangement) of this Explanatory Statement is qualified in its entirety by reference to the Scheme Document, the full text of which is set out in Appendix 2 (Scheme of Arrangement) of this Explanatory Statement. 1 It includes the reorganisation of company's share capital by consolidation of shares of different classes or by division of shares into shares of different classes, or by both of those methods. A scheme of arrangement is a court-approved agreement between a company and its shareholders or creditors. Ltd with Tata Chemicals Limited. Malaysia’s scheme of arrangement framework allows for a restraining order to be granted. What is a Scheme of Arrangement? UltraTech Cement's Board of Directors has declared the Scheme of Arrangement between Century Textiles and Industries Ltd (Century), the company and their respective shareholders and creditors (the Scheme) to be effective from 1 October 2019. A scheme of arrangement is a procedure that allows a Code Company to reorganise its share capital with the approval of its shareholders and the Court. The restraining order would restrain any further legal proceedings to be initiated against the applicant company applying for a scheme of arrangement. The main advantages are: Because it can potentially affect shareholder/creditor rights and the legal position with regard to future mergers, it’s vital that the agreement is structured in a … Advantages – particularly vs examinerships. Corporate Office; 1A, Sector 16A, Noida - 201 301, Uttar Pradesh, India; Tel. Creditors and members are organised into classes and a compromise may be organised for some or all of the classes. A scheme of arrangement is frequently used to implement a financial restructuring by varying or cramming in the rights of the relevant creditors and/or A Scheme of Arrangement is a statutory legal process that allows a company to restructure its debt. Solvent schemes of arrangement have come of age for insurance and reinsurance companies with discontinued businesses. Notice of the arrangement and its approval publicised in 2 national newspapers; and; Application made to the High Court to approve the arrangement. Class members must […] A scheme of arrangement is an agreement entered between a company and its creditors/ shareholders/ members to implement various corporate exercises for the betterment of the company. Scheme of arrangement — Schemes of arrangement (or a scheme of reconstruction ) is a court approved agreement between a company and its shareholders or creditors (e.g. It is a court-approved agreement between a company and its shareholders or creditors to allow a bidder to acquire all of the shares in the company. The scheme of arrangement may be drafted so that (i) the shares in the target company are cancelled, (ii) the capital reserve then created is used by the target company to issue fully paid up shares to the offeror and (iii) in exchange for such issue, the offeror issues shares in the offeror to the shareholders of the target company. The new Companies Act has made Schemes of Arrangement significantly cheaper and more flexible, with the result that they are now a realistic option for struggling companies to consider. It is not an insolvency procedure under the Insolvency Act, but must be approved by the Court. The Bermuda Scheme of Arrangement A Bermuda scheme of arrangement is a court-approved compromise or arrangement between a company and its creditors (or classes thereof). Notice of hearing of Petition published in Business Standard and Navshakti on January 4, 2020. As the CA 2014 does not prescribe the content of a Scheme, the process offers real flexibility in its application and it can be utilised to affect a broad range of restructuring solutions. Under s449 to s455 of Companies Act 2014, a scheme of arrangement is a statutory compromise or arrangement, between a company and its creditors or members. A scheme of arrangement can involve almost any kind of corporate reorganisation, merger, acquisition or restructuring so long as the appropriate approvals and court sanction are obtained. Importantly, a scheme is neither an insolvency nor a bankruptcy process, and are relatively low profile in terms of publicity. Sometimes known as a scheme of reconstruction, a scheme of arrangement is a plan of action that allows a company to make arrangements for retiring debt, organizing a takeover, or other financial issues that involve the need for cooperation between the company and its creditors and investors. Schemes of arrangement and restructuring plans—class issues. Creditor approval and court sanction are necessary, however. Schemes of Arrangement have been a part of Singapore’s restructuring and insolvency landscape since 1967. In order for a scheme of arrangement to be valid and enforceable, it must feature a ‘compromise’ or ‘arrangement’. Malcolm Tatum Last Modified Date: August 19, 2020 . shareholders) or creditors. 2006 scheme of arrangemen … Law dictionary. A Scheme of Arrangement is a process used by a company in financial difficulty to reach a binding agreement with its creditors to pay back all, or part, of its debts over an agreed timeline. This article explains how a Creditors’ Scheme of Arrangement … A Scheme is a statutory procedure which allows a company or group to effectuate an arrangement or compromise with some or all of its members (i.e. Scheme of arrangement is a compromise or arrangement between the company and its creditors or between the company and its members. The arrangement has to be approved by a court. A scheme of arrangement (or scheme) is a statutory procedure between a target company and its shareholders under which a bidder will acquire all of the shares in the target company in exchange for the payment of cash, securities or a mixture of both to target shareholders.