In addition, the securities offered will be "restricted securities" and may not be freely resold in the US without registration thereof or an exemption from registration. Copyright © var today = new Date(); var yyyy = today.getFullYear();document.write(yyyy + " "); JD Supra, LLC. The exemption is available if (i) the issuer is a foreign private issuer and is not an investment company; (ii) US holders hold no more than 10% of the securities to be exchanged; and (iii) the issuer permits US holders to participate in the offering on terms at least as favourable as those offered to other security holders. As detailed above, each exemption has different requirements, advantages and disadvantages, depending on the specific circumstances of the proposed securities offering and the companies have the ability to choose the most suitable combination. Section 3(a)(10) provides an exemption from registration based on a court or a government agency's approval of the fairness of the offering. By way of background, a scheme of arrangement is a flexible tool for court-approved corporate reorganizations found in the law of a variety of jurisdictions (including the UK, India, Australia and South Africa). If a company is offering securities, it must comply with both federal regulations and state securities laws and regulations in the states where securities are offered and sold (typically, the states where offerees and investors are based). None of the exemptions discussed here pre-empt blue sky laws so the issuer will need to conduct a blue sky survey to determine the residency of the investors and to identify applicable state exemptions. Schemes of arrangement 17 4. Rule 14e-1 under the Exchange Act makes it unlawful for any person who makes a tender offer to: (i) hold the offer open for less than 20 business days; (ii) make certain material changes to the offer without extending the offer period for an additional 10 business days; (iii) fail to pay the consideration offered or return the securities deposited; or (iv) extend the length of a tender offer without sending a notice. Section 12(g) of the Exchange Act requires that a foreign private issuer register any "class" of "equity securities" with the SEC if: (i) it has total assets exceeding $10 million and (ii) such class of equity securities is "held of record" by 2,000 or more persons (US or non-US) globally or 500 or more non-Accredited Investors (US or non-US) globally. A scheme of arrangement under §425 of the Companies Act of 1985 is a procedure under which a company may make a compromise with its creditors or any class of them. A compromise or arrangement between a company and its members or creditors (or any class of them) under Part 26 of the Companies Act 2006. There is no need for a company to be insolvent under English law for a scheme of arrangement to be available … A Scheme of Arrangement helps a company in the restructure of its debt, and aids recovery from financial distress. If a company is offering securities, it must comply with both federal regulations and state securities laws and regulations in the states where securities are offered and sold (typically, the states where offerees and investors are based). accredited investors or offers made in offshore transactions. While the SEC regulates and enforces the federal securities laws, each state has its own securities regulator who enforces what are known as "blue sky" laws. The exemption is available if (i) the issuer is a foreign private issuer and is not an investment company; (ii) US holders hold no more than 10% of the securities to be exchanged; and (iii) the issuer permits US holders to participate in the offering on terms at least as favourable as those offered to other security holders. It should be kept in mind that an indenture for debt securities must be qualified under Section 305 of the Trust Indenture Act or must meet the requirements for an exemption from qualification under Section 304 of the Trust Indenture Act. Section 12(g) of the Exchange Act requires that a foreign private issuer register any "class" of "equity securities" with the SEC if: (i) it has total assets exceeding $10 million and (ii) such class of equity securities is "held of record" by 2,000 or more persons (US or non-US) globally or 500 or more non-Accredited Investors (US or non-US) globally. Schemes have been used in the United Kingdom (and in many other Commonwealth jurisdictions) for many years. Therefore a company is likely to prefer a route that does not require such a registration. It is not actually an insolvency procedure and can be usedby both solvent and insolvent companies to agree any issue or matter with itscreditors and/or members. The Bankruptcy Court acknowledged that schemes of arrangement under UK law have been routinely recognized as foreign proceedings in chapter 15 cases. The principal disadvantage of relying on Section 4(a)(2) and the relevant safe harbours is that the utility of this exemption depends on the composition of the creditors subject to the scheme of arrangement, i.e. Section 3(a)(10) provides an exemption from registration based on a court or a government agency's approval of the fairness of the offering. As such, care should be taken that the explanatory statement contains sufficient detail, in an accurate manner, to allow scheme creditors to make an informed decision on the securities offered in the scheme proposals. November 26, 2020: Oslo, Norway, PGS ASA (the “Company or “PGS”) announces today that it has launched a scheme of arrangement in England (the “Scheme”) via the issuance of a practice statement letter to the lenders under its ~$350 million revolving credit facility and ~$522 million term loan B facility (the “RCF/TLB Facility”). A scheme of arrangement is often preferable to a judicial management in various situations. This publication is provided for your convenience and does not constitute legal advice. Norwegian offshore survey specialist PGS has launched a scheme of arrangement in the UK via the issuance of a practice statement letter to the … As such, care should be taken that the explanatory statement contains sufficient detail, in an accurate manner, to allow scheme creditors to make an informed decision on the securities offered in the scheme proposals. A scheme of arrangement is an agreement between the companyand its creditors and/or members (or a certain class or classes of them) abouta specified issue. In addition, Regulation D under the Securities Act provides a non-exclusive "safe harbor" for the Section 4(a)(2) exemption, which permits the offer of securities to an unlimited number of accredited investors, using the Section 4(a)(2) exemption. Section 304 of the Trust Indenture Act provides an exemption for debt securities issued pursuant to the registration exemption of Section 4(a)(2) under the Securities Act. Build a Morning News Brief: Easy, No Clutter, Free! Introduction. In addition, Regulation D under the Securities Act provides a non-exclusive "safe harbor" for the Section 4(a)(2) exemption, which permits the offer of securities to an unlimited number of accredited investors, using the Section 4(a)(2) exemption. UK Schemes of Arrangement and US Securities Considerations. Preparing a US registered offering is a significant undertaking and, following a registered offering, a SEC registrant is subject to, among other obligations, SEC disclosure requirements and increased levels of potential securities law liability. If the registration exemptions above cannot be used for particular investors who are not eligible under one of the above exemptions, mechanisms to avoid unfairness to holders have been created, such as placing the scheme securities with a trustee for a holding period during which the ineligible holder may designate an eligible recipient to receive the restructured securities, and to whom the holder will have in effect sold their entitlement. The Trust Indenture Act applies only to debt securities, so the Trust Indenture Act will not be relevant if a scheme entitles the scheme creditors to equity securities only. The following US securities laws may be applicable in the scheme of arrangement context, and it is important to ensure that the relevant offering components are built into a transaction timeline. In structuring a UK scheme of arrangement that involves the restructuring of existing securities and/or the offer of new securities, due consideration must be given to the relevant US securities laws and registration exemptions thereunder, since security holders who are US persons or resident in the United States may be involved or new securities offered as part of the scheme of arrangement may be distributed into the US. Scheme of Arrangement: An English Law Cram Down Procedure. Bidding companies are much more likely to gain the support of target company shareholders if the board recommends it, which tends to make the process quicker and subdue any debate. Competition 23 5. A scheme of arrangement (or a "scheme of reconstruction") is a court-approved agreement between a company and its shareholders or creditors (e.g. In order to comply with Section 4(a)(2), an issuer may only offer and sell securities into the US to persons the issuer reasonably believes are accredited investors as defined in Rule 501 under the Securities Act ("accredited investors"). In a number of recent schemes of arrangement that involved securities, a combination of Sections 4(a)(2) and 3(a)(10) were used, indicating that issuers continue to value the pre-emption of state securities laws, the exemption from the Trust Indenture Act (in case of debt securities) and the exemption from the SEC filing requirements. lenders or debenture holders). It is not an insolvency process and is utilised under the Companies Act 2006 rather than insolvency legislation, but it must still be sanctioned by court process. Although securities offered and sold in private offering pursuant to Section 4(a)(2) do not pre-empt blue sky laws, as long as the US sales are made only to accredited investors in accordance with Section 4(a)(2) this is not expected to raise "blue sky laws" concerns. They have undergone something of a renaissance since the global financial crisis, particularly as a debt restructuring device, since effective tools were needed to … If no eligible recipient is designated within the set timeframe, the trustee will sell the securities and give cash proceeds to ineligible holders. Attorney Advertising. None of the exemptions discussed here pre-empt blue sky laws so the issuer will need to conduct a blue sky survey to determine the residency of the investors and to identify applicable state exemptions. If no eligible recipient is designated within the set timeframe, the trustee will sell the securities and give cash proceeds to ineligible holders. Neither Sections 4(a)(2), 3(a)(10) nor Rule 802 act as an exclusive exemption; an issuer making an offer or sale of securities in reliance on one of these exemptions or safe harbours may also rely on any other applicable exemption from the registration requirements of the Securities Act. Takeovers: scheme of arrangement vs contractual offers. the issuer knows or has reason to know, before the public announcement of the offer, that the level of US ownership exceeds 10 percent of such securities. The term "tender offer" is not defined under US securities laws, but a scheme of arrangement which results in the transfer or purchase of securities may potentially contain several of the features of transactions that the SEC has considered to qualify as a tender offer. A scheme of arrangement enables a company to agree with its creditors, or one or more classes of its creditors, a compromise in respect of its debts owed to those creditors. In addition, the securities will be subject to blue sky laws. As detailed above, each exemption has different requirements, advantages and disadvantages, depending on the specific circumstances of the proposed securities offering and the companies have the ability to choose the most suitable combination. Brief description of Schemes. In the context of a scheme of arrangement, the following exemptions from registration may apply: Section 4(a)(2) exempts from registration offers and sales by an issuer that do not involve a public offering or distribution. Issuers often voluntarily enhance this requirement to require investors to be institutional accredited investors or qualified institutional buyers (as defined under Rule 144A), to limit the number of security holders without professional investment experience. The applicant in this case is an insurance company with long-tail exposure (mostly in the US) which is currently unable to meet the minimum capital requirements imposed by Solvency II. To embed, copy and paste the code into your website or blog: Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra: [HOT] Read Latest COVID-19 Guidance, All Aspects... [SCHEDULE] Upcoming COVID-19 Webinars & Online Programs, [GUIDANCE] COVID-19 and Force Majeure Considerations, [GUIDANCE] COVID-19 and Employer Liability Issues. In addition, the securities will be subject to blue sky laws. In structuring a UK scheme of arrangement that involves the restructuring of existing securities and/or the offer of new securities, due consideration must be given to the relevant US securities laws and registration exemptions thereunder, since security holders who are US persons or resident in the United States may be involved or new securities offered as part of the scheme of arrangement may be distributed into the US. As such, in schemes where equity is being offered or transferred, attention should be given to the number of holders. Investegate announcements from Ei Group plc, Scheme of arrangement . Over 98 percent (but not 100 percent) of the class of creditors approved the scheme. the average daily trading volume of the securities in the US for a recent twelve-month period ending on a date no more than 60 days before the public announcement of the tender offer exceeds 10 percent of the average daily trading volume of that class of securities on a worldwide basis for the same period; or, the most recent annual report or annual information filed or submitted by the issuer with securities regulators (in any jurisdiction) indicates that US holders hold more than 10 percent of the outstanding subject class of securities; or. resale limitations, unless the recipient is an "affiliate" of the issuer (or was one within the prior 90 days). The following US securities laws may be applicable in the scheme of arrangement context, and it is important to ensure that the relevant offering components are built into a transaction timeline. In addition, the securities will be subject to blue sky laws. A scheme of arrangement is a very flexible and long-established Companies Act procedure which can be used to vary the rights of some or all of a company’s creditors and/or shareholders. Section 304 of the Trust Indenture Act provides an exemption for debt securities issued pursuant to the registration exemption of Section 4(a)(2) under the Securities Act. Important notices. In or… For the purposes of this Practice Note, the key change is the removal of the ability to passport a prospectus from the UK to the EEA, which may make schemes of arrangement more popular on securities exchange offers where there are offeree shareholders in the EEA. Securities issued in reliance on Section 3(a)(10) are generally not considered "restricted securities" and are not subject to US. Although securities offered and sold in private offering pursuant to Section 4(a)(2) do not pre-empt blue sky laws, as long as the US sales are made only to accredited investors in accordance with Section 4(a)(2) this is not expected to raise "blue sky laws" concerns. The principal disadvantage of this exemption is that the information sent to investors must be submitted to (but not registered with) the SEC and the securities issued in reliance on Rule 802 will be "restricted securities" and may not be freely resold in the US without registration or exemption from registration. The Flawed Headcount Requirement on Schemes of Arrangement, Cortefiel – The Use of Schemes of Arrangement for ‘Amend & Extends’, Second Infrastructure Investment Plan for Mexico, Foreign direct investment reviews 2020: A global perspective - Spain, UK Supreme Court clarifies arbitrator’s duty of disclosure when accepting multiple appointments in related arbitrations. A scheme of arrangement can be used to effect a solvent reorganisation of a company or group structure, including by merger or demerger , as well as to effect insolvent restructurings such as by a debt for equity swap or by a wide variety of other debt-reduction strategies. Judge decides whether an insurance company proposing a scheme of arrangement should convene a single class meeting of creditors. 17 april, 2020 this announcement does not constitute an invitation or offer to sell or the solicitation of an invitation or offer to buy any security. Section 3 (a) (10) of the Securities Act provides an exemption from Section 5 that works well for schemes of arrangement. In addition, while neither of the exemptions mentioned herein pre-empt "blue sky laws", and the company will need to conduct a "blue sky laws" survey to determine the residency of offerees to identify applicable US state exemptions, so long as the US sales are made only to accredited investors in compliance with Section 4(a)(2) this is expected not to raise any "blue sky laws" concerns. Hold-Outs Beware: UK Schemes of Arrangement and Chapter 11 Lie in Wait August 2013 Alerts The recent Thomas Cook refinancing and Cortefiel scheme of arrangement offer contrasting examples to investors of the risks and rewards of adopting a hold-out position in … Schemes of arrangement are an important and flexible mechanism, which can be used to reorganise a company's capital. DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Securities issued in reliance on Section 3(a)(10) are generally not considered "restricted securities" and are not subject to US. the court or authorised governmental entity must hold a hearing before approving the fairness of the terms and condition of the transaction, which must be open to everyone to whom securities would be issued in the proposed exchange; adequate notice of the hearing must be given to all those persons, and there cannot be any improper impediments to the appearance by those persons at the hearing. Proposals of the Scheme Administrator, 2 April 2013 Letter to Scheme Creditors dated 13 November 2012 regarding the triggering of the Scheme of Arrangement Proposal in relation to a Scheme of Arrangement sanctioned by the court on 19 January 1994 Letter to members, 9 December 1993 Usually a target company will use a scheme of arrangeme nt because they support an offer. The principal advantage of relying on Section 4(a)(2) and the relevant safe harbours is that debt securities issued under this exemption are exempt from the Trust Indenture Act (See "Other Considerations—Trust Indenture Act" below). Schemes of arrangement are becoming increasingly more popular in recent years as the preferred way in which 'takeovers' of Australian listed companies are effected.A scheme of arrangement is The SEC, in no-action letters and in guidance on this topic, has clearly stated its view that the term "any court" in Section 3(a)(10) may include a foreign court (such as the English High Court considering a scheme of arrangement), provided all relevant requirements that apply to exchanges as approved by US courts, as set out below, are met: Schemes can typically be structured to meet these requirements. At first blush the two processes are very similar. It is the nearest U.K. equivalent to a chapter 11 plan. Offers outside the US are typically made in an "offshore transaction" without "directed selling efforts" in order to comply with the safe harbour of Regulation S under the Securities Act. The operation of the UK takeover regime may be affected by Brexit. Making a bid 47 8. The content of an explanatory statement in respect of a scheme whereby the scheme creditors will be entitled to securities in the scheme proposals will be deemed to have been made by the issuer, so the issuer, and potentially any officer of the issuer, will be subject to potential liability under Rule 10b-5. Once voting on the scheme has taken place and the required number of creditors has agreed to its use, the arrangement is binding … As such, in schemes where equity is being offered or transferred, attention should be given to the number of holders. the securities must be issued in exchange for securities, claims or property interests and cannot be offered for cash; a court or authorised governmental entity must approve the fairness of the terms and conditions of the exchange; the reviewing court must find, before approving the transaction, that the terms and conditions of the exchange are fair and be advised before the hearing that the issuer will rely on the 3(a)(10) exemption; and. The principal disadvantage of this exemption is that the securities may not be offered for cash and debt securities issued under this exemption are not exempt from the Trust Indenture Act. 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