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Waldorf CNS - Court Petition
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Waldorf CNS (I) Limited
Company Number: SC278868
Notice is hereby given that, on 12 February 2026, a Petition was presented to the Court of Session (the “Court”) at the instance of Waldorf CNS (I) Limited, a limited liability company incorporated under the Companies Acts (registered number SC278868) with its registered office at 40 Queens Road, Aberdeen, AB15 4YE (the “Company”), for sanction of a compromise or arrangement (the “Restructuring Plan”) under Part 26A of the Companies Act 2006 (the “Companies Act”) and between the Plan Company and each class of the Plan Creditors (as such term is defined in the Restructuring Plan).
At meetings held under the authority of the Court on 17 March 2026 (the “Court Meetings”), the Restructuring Plan was approved by one or more Court Meetings.
The Restructuring Plan was approved by the requisite majority of Plan Creditors which are the holders of the WPUK Super Senior Bonds (“Super Senior Bondholder Plan Creditors”) at the Court Meeting for such creditors (the “Super Senior Bondholder Court Meeting”), being at least 75 per cent. in value of those Super Senior Bondholder Plan Creditors present and voting.
There were 26 Super Senior Bondholder Plan Creditors present and voting at the Super Senior Bondholder Court Meeting (including by proxy), together representing US$ 56,256,200 in value (including accrued and unpaid interest and fees) of the WPUK Super Senior Bonds. All of the Super Senior Bondholder Plan Creditors present and voting at the Super Senior Bondholder Court Meeting voted in favour of the Restructuring Plan.
The Restructuring Plan was also approved by the requisite majority of Plan Creditors which are holders of the WEF Bonds (“WEF Bondholder Plan Creditors”) at the Court Meeting for such creditors (the “WEF Bondholder Court Meeting”), being at least 75 per cent. in value of those WEF Bondholder Plan Creditors present and voting.
There were 58 WEF Bondholder Plan Creditors present and voting at the WEF Bondholder Court Meeting (including by proxy), together representing US$ 116,309,262 in value (including accrued and unpaid interest and fees) of the WEF Bonds. Of those WEF Bondholder Plan Creditors present and voting at the WEF Bondholder Court Meeting: 57 (98.3 per cent.) by number and US$ 116,198,138 (99.9 per cent.) by value (including accrued and unpaid interest and fees) voted in favour of the Restructuring Plan; and 1 (1.7 per cent.) by number and US$ 111,124 (0.1 per cent.) by value (including accrued and unpaid interest and fees) voted against the Restructuring Plan.
The Restructuring Plan was not approved at the Court Meeting for HMRC, which voted against the Restructuring Plan. The Restructuring Plan is capable of implementation notwithstanding that it was not approved by HMRC.
By order dated 20 March 2026, the Court ordered notice of the Petition to be advertised once in each of The Edinburgh Gazette, The Financial Times and The Scotsman and allowed all parties claiming an interest in the Petition to lodge answers to it, if so advised, at the Office of the Court, Court of Session, 2 Parliament Square, Edinburgh, EH1 1RQ, within 14 days of the last of those advertisements. As the last of those advertisements is expected to be published on 24 March 2026, the deadline for lodging answers to the Petition is expected to be 3 April 2026.
The Court hearing to sanction the Restructuring Plan is expected to be held between 5 May and 8 May 2026 at the Court, the address of which is Parliament House, Parliament Square, Edinburgh, EH1 1RQ, Scotland.
Copies of the Restructuring Plan, the Explanatory Statement, the Bondholder Plan Creditor Letter and the Voting and Proxy Form are available to Super Senior Bondholders and the WEF Bondholders to download from the Plan Website and have been available since 16 February 2026. The Restructuring Plan, the Explanatory Statement and the Voting and Proxy Form were issued to HMRC by email on 16 February 2026 and further copies can be made available to HMRC upon request from the Company’s Advisers.
Any Plan Creditor or other person who considers that they have an interest in the Restructuring Plan (each an “Interested Party”) and who is concerned that the Restructuring Plan may adversely affect them is entitled to lodge written answers to the Petition and to be heard by the Court, as explained below. If an Interested Party wishes to raise concerns in relation to the Restructuring Plan with the Court or appear at the Court hearing, he or she should seek independent legal advice and, if so advised, lodge written answers to the Petition with the Court at the above address within 14 days after the publication of the last of the advertisements referred to above and pay the required fee. Written answers are a formal court document which must comply with the rules of the Court and are normally prepared by Scottish counsel. The Court may also consider written objections which are not in the form of written answers and/or allow an Interested Party who has not lodged written answers to appear at the Court hearing. Each Interested Party should note that, although the practice of the Court is to consider informal objections made in person or in writing, the Court may require an Interested Party to lodge written answers in order to raise objections to the Restructuring Plan and/or appear at the Court Hearing.
DATED 24 March 2026
Burness Paull LLP
50 Lothian Road, Edinburgh, EH3 9WJ
Email:
projectgreengage@burnesspaull.com
White & Case LLP
5 Old Broad Street, London, EC2N 1DW
Email:
W&CProjectGreengage@whitecase.com
Interpath
10 Fleet Place, London, EC4M 7RB
Email: luke.wiseman
; matthew.little
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