$150m lawsuit over Barings bonds

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The Independent Online
Two rival sets of Barings bondholders are gearing up for a High Court confrontation over a $150m "pot" left over from the merchant bank's collapse which both claim is theirs.

The two groups have already fought legal actions in the UK and the Netherlands since Barings was taken over in May. They have now signed a truce which will last until the issue is decided in court starting on 30 October.

When the Dutch bank ING bought Barings it allowed for the eventual repayment of a $150m loan from the Dutch subsidiary Barings BV to Baring Securities (International).

Two sets of bondholders are seeking this money: holders of 1986 capital notes and holders of 1994 floating rate notes. The terms of the 1986 issue contain a special clause that if Barings BV is put into liquidation, the bondholders have no claim against it - only against the holding company Barings plc, which guaranteed the notes.

Barings BV was neither put into administration nor bought by ING - it was simply left alone.

If the Dutch arm is forced into liquidation, the 1986 holders, led by Bank of Egypt, are unlikely to get anything from the UK holding company.

The 1994 bond agreement contains no such special clause, and holders can therefore choose whether to claim against the Dutch subsidiary or the holding company. The 1994 holders have therefore tried a number of times to put Barings BV into bankruptcy in both the UK and the Netherlands, to keep all the money for themselves.

The 1986 bondholders issued a writ in March claiming that the special clause was not valid and claiming 50 cents in the dollar, or $75m.

So far the 1986 group has stymied the 1994 group's efforts. In a twist to the tale, Law Debenture Trust is the trustee to both the 1986 and 1994 issues, and has had to pass the 1986 holders on to its subsidiary, LDC, in an attempt to create a "Chinese Wall".

Two attempts have already been made to wind up Barings BV by two independent bondholders and by Law Debenture. The 1986 holders responded by appealing to the Dutch Central Bank, which on 3 May agreed to appoint an administrator to supervise Barings BV.

This appointment blocked all bankruptcy petitions against the subsidiary, and on 3 July all the warring factions signed a truce - a standstill agreement which will last until 30 October 1994, when the issue of the special clause will be decided at the High Court in London.