Individual beneficial noteholders must be heard in pledge enforcement proceedings Selecta Group

Amsterdam|
On 30 June 2026, the NCC Court of Appeal (NCCA) ruled that individual beneficial noteholders are to be considered ‘interested parties’ in pledge enforcement proceedings and must therefore have the opportunity to be heard by the court before rendering a judgment. As this opportunity was not given by the NCC Court in Summary Proceedings (CSP) prior to giving its judgment in the Selecta case, the NCCA allows for an appeal to be raised against this judgment.

What is this case about?

The case is about the private enforcement of a share pledge (Article 3:251(1) Dutch Civil Code). The “Selecta Group” is a group of companies that operates a Europe-wide food technology business, amongst other things in the field of coffee roasting and coffee vending machines. In 2018, the Selecta Group was financed by multiple layers of secured debt, with various levels of seniority, including individual noteholders. The security included a pledge over the shares of Selecta Group B.V. (the Company). Kroll Trustee Services Ltd (based in the United Kingdom) was appointed as agent and as security agent.

On 30 April 2025, Kroll received notice of an event of default from the Company. At the instruction of the majority of the noteholders, representing more than 50% of the aggregate principal amount, Kroll applied to the NCC Court in Summary Proceedings (CSP) to obtain permission to enforce the pledge over the shares in the Company (as required by Article 3:251(1) Dutch Civil Code). The CSP granted the permission in its judgment dated 13 May 2025- You are leaving Rechtspraak.nl.

The appeal

Deltroit and CQS) (both minority noteholders) each raised an appeal against this judgment stating that they were to be considered ‘interested parties’ in the share pledge enforcement proceedings, and therefore should have been heard by the CSP, which they were not.

The NCC Court of Appeal in its 30 June 2026 judgment agrees. The Court considers that the position of Deltroit and CQS in relation to the share pledge enforcement proceedings is comparable to the position of creditors whose interests have to be safeguarded (see Supreme Court 22 June 2018, ECLI:NL:HR:2018:972). They have a right to be heard as interested parties. Moreover, Deltroit and CQS have extensively and rightly argued that their legal and economic interests are directly affected by the outcome of the proceedings before the CSP.

As the CSP did not provide the minority noteholders with an opportunity to be heard, the NCC Court of Appeal rules that their fundamental right to be heard has been breached. This means that – while under Dutch procedural law CSP judgments in these types of proceedings may not be appealed – the NCCA lifted this prohibition in these cases. Following this interim judgment, the cases will be dealt with on the merits.

Read the full judgment