NCC granted permission for transfer of shares in AS Adventure BV (parent company of 'Bever' retail)

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Amsterdam, 11 March 2021

The Netherlands Commercial Court (NCC) - Court in Summary Proceedings - granted permission today for the transfer of the shares in AS Adventure BV (in the Netherlands known as parent of the 'Bever' subsidiary). The shares were pledged to Glas Trust Corporation Limited (United Kingdom). Pursuant to article 3:251(1) of the Dutch Civil Code, Glas sought an order permitting the sale of the shares to Yonderland Bidco BV (Belgium) in a private transaction. The application was filed on 18 February 2021. No hearing was held.

Jurisdiction and Brexit

The Court ruled that the Amsterdam District Court (NCC Court in Summary Proceedings) had exclusive jurisdiction under Article 25(1) of the Brussels Regulation (recast) (1215/2012). This provision of the Regulation applies regardless of the fact that one of the parties is domiciled in the UK, which is no longer an EU Member State. The chosen forum is located in an EU Member State (the Netherlands), and for the application of this provision the domicile of the parties is not relevant (“regardless of their domicile”).

Maximum value

AS Adventure BV is in default under the Senior Facilities Agreement. Under Dutch law this means that Glas (the Pledgee) is entitled to enforce the pledge, and sell the collateral in a public auction. But to sell the shares in a private sale permission from the Court is required (article 3:251(1) CC). In these proceedings Glas requested the Court to grant such permission. The Court agreed with the parties involved that the proposed private sale would deliver maximum value for the pledged shares and granted the permission requested.

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