70. Power of Court to cram down

a compromise or an arrangement between a company and its creditors or any class of those creditors has been voted on at a relevant meeting;

the creditors meant to be bound by the compromise or arrangement are placed in 2 or more classes of creditors for the purposes of voting on the compromise or arrangement at the relevant meeting;

the conditions in section 210(3AB)(a) and (b) of the Companies Act 1967 (insofar as they are applicable) are satisfied at the relevant meeting in respect of at least one class of creditors; and

either or both of the conditions in section 210(3AB)(a) and (b) of the Companies Act 1967 (insofar as they are applicable) are not satisfied at the relevant meeting in respect of at least one class of creditors (each called in this section a dissenting class).

a majority in number of the creditors meant to be bound by the compromise or arrangement, and who were present and voting (either in person or by proxy) at the relevant meeting, have agreed to the compromise or arrangement;

the majority in number of creditors mentioned in paragraph (a) represents three‑fourths in value of the creditors meant to be bound by the compromise or arrangement, and who were present and voting (either in person or by proxy) at the relevant meeting; and

the Court is satisfied that the compromise or arrangement does not discriminate unfairly between 2 or more classes of creditors, and is fair and equitable to each dissenting class.

no creditor in the dissenting class receives, under the terms of the compromise or arrangement, an amount that is lower than what the creditor is estimated by the Court to receive in the most likely scenario if the compromise or arrangement does not become binding on the company and all classes of creditors meant to be bound by the compromise or arrangement; and

either of the following applies:

where the creditors in the dissenting class are secured creditors, the terms of the compromise or arrangement —

must provide for each creditor in the dissenting class to receive deferred cash payments totalling the amount of the creditor’s claim that is secured by the security held by the creditor, and preserve that security and the extent of that claim (whether or not the property subject to that security is to be retained by the company or transferred to another entity under the terms of the compromise or arrangement);

must provide that where the security held by any creditor in the dissenting class to secure the creditor’s claim is to be realised by the company free of encumbrances, the creditor has a charge over the proceeds of the realisation to satisfy the creditor’s claim that is secured by that security; or

must provide that each creditor in the dissenting class is entitled to realise the indubitable equivalent of the security held by the creditor in order to satisfy the creditor’s claim that is secured by that security;

where the creditors in the dissenting class are unsecured creditors, the terms of the compromise or arrangement —

must provide for each creditor in that class to receive property of a value equal to the amount of the creditor’s claim; or

must not provide for any creditor with a claim that is subordinate to the claim of a creditor in the dissenting class, or any member, to receive or retain any property of the company on account of the subordinate claim or the member’s interest.

in a case where the compromise or arrangement in question is subject to a re‑vote under section 69(1), the meeting held for that purpose; or

in any other case, the meeting ordered by the Court under section 210(1) of the Companies Act 1967 or, if that meeting is adjourned under section 210(3) of that Act, the adjourned meeting.