Re No Va Land: SICC Sanctions Cross-Border Pre-Pack Scheme under IRDA s 71

The Singapore International Commercial Court sanctioned a pre-pack scheme of arrangement for No Va Land Investment Group Corporation, a Vietnamese real estate company, on April 26, 2024. The application, brought under Section 71 of the Insolvency, Restructuring and Dissolution Act 2018, involved restructuring US$300m convertible bonds. The court found that No Va Land had substantial connections to Singapore and had met the statutory requirements for disclosure and fairness. The court approved the scheme, noting the overwhelming support from bondholders.

1. Case Overview

1.1 Court

SINGAPORE INTERNATIONAL COMMERCIAL COURT

1.2 Outcome

Sanction order entered granting all relief requested by the Applicant.

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The SICC sanctioned a pre-pack scheme for No Va Land, a Vietnamese company, under s 71 of the IRDA, highlighting disclosure obligations.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
No Va Land Investment Group CorporationApplicantCorporationApplication GrantedWon

3. Judges

Judge NameTitleDelivered Judgment
James Michael PeckInternational JudgeYes

4. Counsels

Counsel NameOrganization
Tay Kang-Rui Darius (Zheng Kangrui)BlackOak LLC
Nee Hoong Yi AdrielBlackOak LLC
Charlene Goh Kai NingBlackOak LLC
Oh Shi Jie JonathanBlackOak LLC
Loh Song-En SamuelBlackOak LLC
Stephen E HesslerSidley Austin LLP
Alexius ChongSidley Austin LLP
Shashwat TewarySidley Austin LLP
Elley LeeSidley Austin LLP

4. Facts

  1. The Applicant is a Vietnamese real estate investment holding company.
  2. The Applicant defaulted on its US$300m convertible bonds on 16 July 2023.
  3. The Bonds were listed on the main board of the Singapore Exchange Securities Trading Limited.
  4. The Applicant negotiated a transaction support letter with Initial Supporting Holders on 14 December 2023.
  5. Every participating bondholder accepted the Scheme.
  6. The Sanction Hearing took place on 26 April 2024.

5. Formal Citations

  1. Re No Va Land Investment Group Corp, , [2024] SGHC(I) 17

6. Timeline

DateEvent
Bonds originally issued.
Payment default on Bonds.
Transaction support letter agreed.
Application filed with the Court.
Sanction Hearing held; sanction order entered.
Initial date set for Sanction Hearing.

7. Legal Issues

  1. Jurisdiction over Foreign Companies
    • Outcome: The Court found that the Applicant had substantial connections to Singapore and therefore qualified for relief under Part 5 of the IRDA.
    • Category: Jurisdictional
    • Sub-Issues:
      • Substantial connection to Singapore
      • Submission to jurisdiction
  2. Disclosure Requirements for Pre-Pack Schemes
    • Outcome: The Court found that the Applicant had met the disclosure requirements under s 71(3) of the IRDA, as creditors were given relevant information in sufficient detail.
    • Category: Substantive
    • Sub-Issues:
      • Adequacy of information furnished to creditors
      • Fairness of the process

8. Remedies Sought

  1. Sanction of Scheme of Arrangement

9. Cause of Actions

  • Restructuring of Debt
  • Scheme of Arrangement

10. Practice Areas

  • Commercial Litigation
  • Insolvency
  • Restructuring

11. Industries

  • Real Estate
  • Finance

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Re DSG Asia Holdings Pte LtdHigh CourtYes[2022] 3 SLR 1250SingaporeApplied case law regarding s 210 of the Companies Act to s 71 of the IRDA, stating that the former applies to the latter except where the latter requires otherwise.
Re PT MNC Investama TBKHigh CourtYes[2020] SGHC 149SingaporeHeld that a substantial connection can be gleaned from the presence of business activities, control, and assets in Singapore, and indications of submission and acceptance of Singapore jurisdiction or law.
The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd and another appealCourt of AppealYes[2012] 2 SLR 213SingaporeOutlined the three issues a court must satisfy itself as to in approving a scheme of arrangement pursuant to s 210 of the Companies Act.
Pathfinder Strategic Credit LP and another v Empire Capital Resources Pte Ltd and another appealCourt of AppealYes[2019] 2 SLR 77SingaporeConsidered questions concerning the sufficiency of information that must be provided to creditors to satisfy disclosure requirements for schemes of arrangement in Singapore.
Re Pacific Andes Resources Development Ltd and other mattersSingapore High CourtYes[2018] 5 SLR 125SingaporeHighlighted the distinction between subject matter jurisdiction and personal jurisdiction.

13. Applicable Rules

Rule Name
Singapore International Commercial Court Rules 2021
Legal Profession (Regulated Individuals) Rules 2015
Legal Profession (Representation in Singapore International Commercial Court) Rules 2014

14. Applicable Statutes

Statute NameJurisdiction
Insolvency, Restructuring and Dissolution Act 2018Singapore
Section 71 of the Insolvency, Restructuring and Dissolution Act 2018Singapore
Companies Act 1967Singapore
Companies Act (Cap 50, 2006 Rev Ed)Singapore
Section 63(3) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
Section 246(1)(d) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
Supreme Court of Judicature Act 1969Singapore
Section 18D(2)(c) of the Supreme Court of Judicature Act 1969Singapore
Legal Profession Act 1966Singapore
11 USC (US) (1978)United States

15. Key Terms and Keywords

15.1 Key Terms

  • Pre-pack scheme
  • Scheme of arrangement
  • Insolvency, Restructuring and Dissolution Act 2018
  • Convertible bonds
  • Transaction support letter
  • Disclosure Requirement
  • Sanction Hearing

15.2 Keywords

  • pre-pack scheme
  • scheme of arrangement
  • insolvency
  • restructuring
  • cross-border
  • Singapore International Commercial Court
  • IRDA
  • No Va Land

17. Areas of Law

Area NameRelevance Score
Insolvency Law95
Restructuring and Dissolution95
Pre-Packaged Restructuring90
Schemes of Arrangement85
Cross-Border Insolvency75
Arbitration50
Corporate Law40
Commercial Disputes30

16. Subjects

  • Insolvency
  • Restructuring
  • Schemes of Arrangement
  • Cross-Border Insolvency