The High Court appointed an examiner to Mac Interiors Limited after finding that the company’s centre of main interests was in Ireland, despite its incorporation and registered office in Northern Ireland. The order followed a petition heard on 14 June 2023; Mr Justice Michael Quinn delivered his reasons on 11 July 2023.
No party opposed the petition. The Revenue Commissioners, owed an estimated €12.3 million when the petition was presented, did not object. Joseph Chamberlain College and Staffordshire County Council, described to the court as possible contingent creditors, took a neutral position.
The court said the company did not fall within the Companies Act definition of a company formed and registered in Ireland. It nevertheless held that Article 3.1 of the EU Insolvency Regulation had direct effect and gave the court jurisdiction to open examinership proceedings where a debtor’s centre of main interests was in Ireland. The court found the presumption that this company’s main interests were at its Northern Ireland registered office had been rebutted.
In reaching that conclusion, the judge considered evidence that the company’s administrative and marketing headquarters, banking and business operations were in Dublin; its 41 employees lived and worked in Ireland; it filed tax returns only in Ireland; and most of its creditors were based here. The court found that third parties, including creditors, regarded Dublin as the centre from which the company traded and administered its affairs.
The company’s petition said it was unable to pay its debts. Its financial difficulties were attributed to the Covid-19 pandemic, losses on a Liverpool construction project and rising construction costs, among other factors. The independent expert reported that the company would run out of cash by 11 June 2023 without court protection. The judge found the company insolvent on both a cashflow and balance-sheet basis.
The independent expert considered that a restructuring could leave more funds available to unsecured creditors than a winding up. The company said its survival depended on conditions including new investment, reducing liabilities and overheads, and renegotiating or ending unprofitable contracts. The expert concluded there was a reasonable prospect of survival as a going concern if those conditions could be met. The interim examiner reported that potential investors had expressed interest, but the judgment did not determine whether investment would be secured or any restructuring proposal would succeed.
The judge found the statutory conditions for appointing an examiner were met, including a reasonable prospect that the company or part of its business could survive as a going concern. He said the appointment was discretionary and that the evidence made the company a suitable candidate for examinership. The order appointed Kieran Wallace as examiner. It did not approve a scheme of arrangement or decide the outcome of any later creditor vote or court confirmation process.