“The relevant questions for the court at the sanction hearing can therefore be summarised as follows: i) Has there been compliance with the statutory requirements? ii) Was the class fairly represented and did the majority act in a bona fide manner and for proper purposes when voting at the class meeting? iii) Is the scheme one that an intelligent and honest man, acting in respect of his interests, might reasonably approve? iv) Is there some other ‘blot’ or defect in the scheme?”
“[28]… ‘fairness’ in this context has a specific and limited meaning. The court simply has to be satisfied that the Scheme is one that an intelligent and honest man, acting in respect of his interests, might reasonably approve. It does not mean that the court is required to form a view of whether the Scheme is, in some general sense, or even in the court’s own opinion, the ‘fairest’ or ‘best’ Scheme. [29] Moreover,” - Snowden J continued, and as David Richards J had earlier explained - “provided that the Scheme meeting was properly consulted (viz., by creditors having the necessary time to consider sufficient information in an adequate explanatory statement), that attendance at the meeting was representative of the class, and that the majority were not actuated by any form of improper motive or purpose, the court will generally take the view that in commercial matters the majority of Scheme Creditors are much the better judges of their own interests than the court…”
“… a reasonable prospect that the Scottish court would recognise and give effect to the proposed Scheme and in particular the release of PEC’s liabilities which will be affected by the Scheme and the Deeds of Release which are intended to form part of it.”
“I consider that a Scottish Court would be very likely to do so.”