syncreon Group B.V. and syncreon Automotive (UK) Ltd.

Information Officer

^{Page last updated: October 7, 2019}

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.

On July  22, 2019, syncreon Group B.V. (“syncreon B.V.”) and syncreon Automotive (UK) Ltd. (and together with syncreon B.V., the “Scheme Companies”), applied to the High Court of Justice of England and Wales (the “English Court”) seeking an order authorizing the commencement of scheme of arrangement proceedings with respect to the Scheme Companies and the convening of meetings (the “Scheme Meetings”) of certain of their creditors, for the purpose of considering, and if thought fit, approving with or without modification, the proposed schemes of arrangement (each a “Scheme” and, collectively, the “Schemes”) in relation to each of the Scheme Companies under Part 26 of the U.K. Companies Act 2006 (as amended) (the “English Proceedings”).   

At a hearing on July 25, 2019, the English Court made an order (the “Convening Order”), which, among other things, authorized the convening of the Scheme Meetings to consider the Schemes, which meetings are scheduled to be held on September 3, 2019.

On August 8, 2019, pursuant to the application of Carine Van Landschoot (in such capacity, the “Foreign Representative”), an order (“Initial Recognition Order”) was granted by the Ontario Superior Court of Justice (Commercial List) (the “Court”), granting relief available to a foreign representative in any proceedings commenced in Canada under Part IV of the Companies’ Creditors Arrangement Act R.S.C. 1985 c. C-36 (the “CCAA”).  The Initial Recognition Order, among other things:

1. ordered and declared that the Foreign Representative is a ‘foreign representative’ in respect of the English Proceedings, as such terms is defined in subsection 45(1) of the CCAA;
2. recognized the English Proceedings as “foreign non-main proceedings”, as defined in subsection 45(1) of the CCAA;
3. recognized and gave full force and effect to the Convening Order in all the provinces and territories of Canada;
4. authorized the appointment of PricewaterhouseCoopers Inc. as information officer (in such capacity, the “Information Officer” ) and defined the powers and responsibilities of the Information Officer; and
5. dispensed with the notice requirement under subsection 53(b) of the CCAA for the Foreign Representative to publish a notice, containing the prescribed information, in one of more newspapers in Canada.

A copy of the Application, the Information Officer's Pre-filing Report and the Initial Recognition Order are available on this website. 

Scheme documents and materials filed in the English Proceedings can be found at https://www.lucid-is.com/syncreon/ (the “Lucid Website”)

Status update as at October 7, 2019

On October 7, 2019, the Information Officer filed its certificate (the "Information Officer's Certificate") with the Court, certifying that the Restructuring Effective Date under the Schemes has occurred. 

Status update as at October 2, 2019

On October 1, 2019, pursuant to section 6 of the Discharge and Termination Order, the Foreign Representative delivered the notice (the “Restructuring Effective Date Notice”) to the Information Officer, advising that the Restructuring Effective Date occurred on October 1, 2019  and that the Schemes have been implemented.

Status update as at September 20, 2019

On September 19, 2019, the Court issued:

1. the Scheme Sanction Recognition Order recognizing the Scheme Sanction Order in Canada; and

2. the Discharge and Termination Order

a. terminating the CCAA recognition proceedings and discharging the Information Officer upon the filing of the Discharge Certificate by the Information Officer;

b. approving the activities of the Information Officer as set out in the Pre-Filing Report and the First Report of the Information Officer; and

c. granting certain releases in favour of the Information Officer and its counsel.

Status update as at September 16, 2019

On September 13, 2019, the Information Officer filed its First Report (the “First Report”) with the Court to:

1. provide information to the Court on the:

a.   the activities of the Information Officer since the Pre-filing Report and its appointment as Information Officer;

b.   the outcome of the Scheme Meetings;

c.    the issuance of the Scheme Sanction Order by the English Court; and

2. assist the Court in considering the Foreign Representative’s request to grant the Scheme Sanction Recognition Order and the Discharge and Termination Order, including the Information Officer’s views on the relief sought by the Foreign Representative in the Motion.

Status update as at September 12, 2019

On September 12, 2019, the Foreign Representative filed a motion (the “Motion”)

1. for an order (the “Scheme Sanction Recognition Order”) recognizing the Scheme Sanction Order in Canada; and
2. for an order (the “Discharge and Termination Order”)
   1. terminating the CCAA recognition proceedings and discharging the Information Officer upon the filing of the Information Officer’s Certificate (the “Discharge Certificate”) by the Information Officer;
   2. approving the activities of the Information Officer as set out in the Pre-Filing Report of the Information Officer, dated August 6, 2019 and the First Report of the Information Officer, to be filed; and
   3. granting certain releases in favour of the Information Officer and its counsel.

On September 11, 2019, the United States Bankruptcy Court District of Delaware (the “US Court”), issued an order (the “US Recognition Order”), which among other things:

1. granted recognition of the English Proceedings as a “foreign main proceeding” or, in the alternative, a foreign non-main proceeding pursuant to chapter 15 of the US Bankruptcy Code (the “US Bankruptcy Code”);
2. granted recognition of the Foreign Representative as the “foreign representative,” as defined in section 101(24) of the US Bankruptcy Code in respect of the English Proceedings; and
3. recognized, granting comity to, and giving full force and effect in the United States to the English Proceedings, the Scheme, and the orders issued by the English Court, including the Releases (the “Releases”).

On September 10, 2019, the English Court issued a Scheme Sanction Order approving the Schemes.

Status update as at September 10, 2019

At the Scheme Meetings held on September 3, 2019, resolutions to approve both the syncreon Group Scheme and the syncreon U.K. Scheme were passed with the requisite majority of each class of Scheme Creditors. The results of the Scheme Meetings have been on posted on the website of the information agent and can be at found at the Lucid Website.

Pursuant to the approval of the Schemes, a hearing (the "Sanction Hearing") will be held in the English Court on Tuesday, September 10, 2019 at 10:30am (local time) to consider sanctioning of the Schemes.

Notice of the Sanction Hearing is contained in the results of the Scheme Meeting uploaded on the Lucid Website.

Subject to the Schemes being sanctioned by the English Court and a Scheme Sanction Order being made, a hearing will take place in the Ontario Court on September 19, 2019 at 10:00am to consider recognition of the Scheme Sanction Order.  

All capitalized terms, not otherwise defined, have the meaning given to them in the Information Officer’s Pre-Filing Report.

This Web site will be updated as information becomes available.

For more information, please contact: Tammy Muradova, Telephone: +1 416 941 8383, or via cmt_processing@ca.pwc.com