The Companies Act (2022 Revision) and Suning Sports Group Ltd
| Jurisdiction | Cayman Islands |
| Judge | Mrs Justice Ramsay-Hale |
| Judgment Date | 15 June 2022 |
| Year | 2022 |
| Court | Grand Court (Cayman Islands) |
| Docket Number | FSD CAUSE NO: 107 OF 2022 (MRHJ) |
Hon. Mrs Justice Ramsay-Hale
FSD CAUSE NO: 107 OF 2022 (MRHJ)
IN THE GRAND COURT OF THE CAYMAN ISLANDS
FINANCIAL SERVICES DIVISION
Companies — Winding Up — Section 92 (d) and 93(c) Companies Act
Mr. Rupert Bell and Ms Harriet Ter-Berg of Walkers for the Petitioner
By Petition filed on 28 April 2022, the Petitioner, IMG Media Limited, sought an order to wind up the Respondent, Suning Sports Group Limited (the “Company”), on the ground that the Company is indebted to the Petitioner pursuant to two guarantee agreements entered into by the Company in respect of the liability of two of its related companies in the wider Suning Group and is unable to pay its debt.
The following facts on which the Petitioner relies are set out in the supporting affidavit of Mr. Duncan Fay, a director of the Petitioner.
The Petitioner is part of the Endeavour Group, a global sports, events and talent management Company. Part of the Petitioner's business involves the licensing of the rights to broadcast football matches, including football matches in respect of Serie A (a professional league football competition for football clubs located at the top of the Italian football league system) and the Football Association Challenge Cup (the “FA Cup”, an annual knockout football competition in men's domestic English football).
The Company is an exempted limited company, incorporated in the Cayman Islands on 28 September 2017. Several companies within the Suning Group licensed the rights to broadcast Serie A matches and FA Cup matches in mainland China from the Petitioner for a fee.
On 17 September 2018, the Company and the Petitioner entered into a Company Guarantee agreement (the “Serie A Guarantee”) pursuant to which the Company guaranteed performance of certain obligations of PP Live Sports Italy Limited (“PPS Italy”) under a Serie A Licence Agreement between PPS Italy and the Petitioner dated 17 September 2018.
Under Clause 1(a) of the Serie A Guarantee, the Company:
“…as a primary obligor, guarantees to the [Petitioner] full and punctual performance by [PPS Italy] of all of its financial and other payment obligations under the [Serie A Licence] and the full and immediate payment or discharge by it of all of its financial and other payment obligations now or in future due, owing or incurred, or expressed or intended to be due, owing or incurred, to the [Petitioner] by [PPS Italy] under the [Serie A Licence] (the “Guaranteed Obligations”).”
Under Clause 1(b) of the Serie A Guarantee, the Company:
“…undertakes with the [Petitioner] that, if at any time and from time to time [PPS Italy] does not pay to the [Petitioner] any amount falling within the ambit of the Guaranteed Obligations, the [Company] will, within sixty days after the [Petitioner] issues a written demand, pay the unpaid amount to the [Petitioner] without any need for the [Petitioner] to obtain any court or similar order or judgment.”
On 17 May 2019, the Company and the Petitioner entered into an FA Cup Licence Agreement (the “FA Cup Licence”) with Great Mercury Limited (“GML”) pursuant to which, inter alia, the Company guaranteed certain obligations of GML to the Petitioner.
Under Schedule 6, clause 1(a) of the FA Cup Licence, the Company:
“ …guarantees to the [Petitioner] the full, due and punctual performance by [GML] of all of its financial and other payment obligations under the [FA Cup Licence] and the full and immediate payment or discharge by it of all of its financial and other payment obligations now or in future due, owing or incurred, or expressed and intended to be due, owing or incurred, to the [Petitioner] by [GML] under the [FA Cup Licence] (the “Guaranteed Obligations”).
The first licence fee under the Serie A Licence fell due within 30 days of...
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