Companies Act 2014

539.

Proposals for compromise or scheme of arrangement

539. (1) Proposals for a compromise or scheme of arrangement under this Part in relation to a company shall—

(a) specify each class of members and creditors of the company,

F290[(aa) identify the company concerned,

(ab) identify the examiner,]

(b) specify any class of members and creditors whose interests or claims will not be impaired F291[by the proposals, including the reasons why it is proposed not to impair such interests or claims],

(c) specify any class of members and creditors whose interests or claims will be impaired F291[by the proposals, including the interests or claims impaired by such proposals],

(d) provide equal treatment for each claim or interest of a particular class unless the holder of a particular claim or interest agrees to less favourable treatment,

F290[(da) identify the terms of the proposals including, in particular –

(i) any proposed restructuring measures,

(ii) where applicable, the proposed duration of any proposed restructuring measures,

(iii) the arrangements with regard to informing and consulting employees or employees’ representatives,

(iv) where applicable, the overall consequences as regards employment such as dismissals, short-time working arrangements or similar, and

(v) any new financing anticipated as part of the restructuring measures and the reason why the new financing is necessary to implement the plan,]

(e) provide for the implementation of the proposals,

F290[(ea) provide a statement of reasons which explains why the proposals provide a reasonable prospect of facilitating the survival of the company and the whole or part of its undertaking as a going concern, and includes details of the necessary pre-conditions for the success of the proposals,]

(f) if the examiner considers it necessary or desirable to do so to facilitate the survival of the company, and the whole or any part of its undertaking, as a going concern, specify whatever changes should be made in relation to the management or direction of the company,

(g) if the examiner considers it necessary or desirable to do so to facilitate such survival, specify any changes he or she considers should be made in the constitution of the company, whether as regards the management or direction of the company or otherwise,

(h) include such other matters as the examiner deems appropriate.

F290[(1A) As a minimum, creditors of secured and unsecured claims shall be treated in separate classes for the purposes of the proposals under subsection (1).]

(2) A statement of the assets and liabilities (including contingent and prospective liabilities) of the company as at the F291[date of the proposals, including a value for the assets, a description of the economic situation of the company and the position of its employees, and a description of the causes and extent of the difficulties of the company,] shall be attached to each copy of the proposals to be submitted to meetings of members and creditors under section 540.

F291[(3) There shall also be attached to each such copy of the proposals, for each class of members and creditors, a description of –

(a) the respective values of interests or claims in each class,

(b) the interests or claims impaired by the proposals, and

(c) the estimated financial outcome of a winding up of the company.]

(4) The court may direct that the proposals include whatever other provisions it deems fit.

(5) For the purposes of this section and sections 541 to 543, a creditor’s claim against a company is impaired if the creditor receives less in payment of his or her claim than the full amount due in respect of the claim at the date of presentation of the petition for the appointment of the examiner.

(6) For the purposes of this section and sections 541 to 543, the interest of a member of a company in the company is impaired if—

(a) the nominal value of his or her shareholding in the company is reduced, or

(b) where the member is entitled to a fixed dividend in respect of his or her shareholding in the company, the amount of that dividend is reduced, or

(c) the member is deprived of all or any part of the rights accruing to him or her by virtue of his or her shareholding in the company, or

(d) the percentage of his or her interest in the total issued share capital of the company is reduced, or

(e) the member is deprived of his or her shareholding in the company.

F290[(7) In this section, "restructuring measures" has the same meaning as given to "restructuring" in point (1) of Article 2(1) of the Preventive Restructuring Directive.]

Annotations

Amendments:

F290

Inserted (27.07.2022) by European Union (Preventive Restructuring) Regulations 2022 (S.I. No. 380 of 2022) reg. 15(a)(i), (iv), (v), (b), (e), subject to restriction on application in reg. 3.

F291

Substituted (27.07.2022) by European Union (Preventive Restructuring) Regulations 2022 (S.I. No. 380 of 2022) reg. 15(a)(ii), (iii), (c), (d), subject to restriction on application in reg. 3.

Modifications (not altering text):

C141

Application of Part modified (1.01.2022) by Housing (Regulation of Approved Housing Bodies) Act 2019 (47/2019), s. 56(1), (2)(f), S.I. No. 728 of 2021.

Examinership: modification of Part 10 of Act of 2014 for purposes of application to AHBs

56. (1) For the purposes of the application of Part 10 of the Act of 2014 to a company that is an AHB, that Part shall apply to such a company subject to the modifications specified in subsection (2) and any other modifications necessary for those purposes.

(2) ...

(f) in section 539(1), the following paragraph is inserted after paragraph (g):

“(ga) in the case of a company referred to in section 510(6), include proposals for the protection of dwellings provided or managed in furtherance of the primary object or primary objects of the company as specified in section 25 (2)(b)(i) of the Housing (Regulation of Approved Housing Bodies) Act 2019,”

...