MM2 Asia Ltd.

Facts

MM2 Asia Ltd, a listed Singapore entertainment company and parent of the MM2 Group, had expanded into cinemas in 2017 by buying the Cathay Cineplexes operations for about S$230 million. Partly financing that purchase was a S$30 million loan from Linkwasha Holdings Pte Ltd, a Cathay-related entity. After the COVID-19 pandemic and changing consumer preferences the company faced financial difficulties. It issued S$15 million in loan notes to Linkwasha in November 2024; it paid S$8.305 million that month but only a further S$150,000 afterwards. Linkwasha served a statutory demand on 7 July 2025. Other creditors also served demands or sued, and the company said it faced bond defaults of over S$63 million and imminent winding up.

In Originating Application No 1270 of 2025 the company sought a four-month moratorium under s 64 of the Insolvency, Restructuring and Dissolution Act 2018 while it developed inter-conditional schemes of arrangement with its subsidiary. According to the company, a proposed S$25 million investment from Hildrics Asia Growth Fund VCC would fund a S$12 million distribution, giving unsecured creditors about 28 cents on the dollar against between nil and 2.55 cents in liquidation. Linkwasha opposed, filing submissions but no affidavit. It argued the proposal lacked particulars and, alternatively, that any moratorium should be short and strictly conditioned. Other creditors attended but took no position.

Issues

1. Whether the procedural requirements for a moratorium under s 64 of the Insolvency, Restructuring and Dissolution Act 2018 were met
2. Whether the application was made in good faith with sufficiently particularised proposals
3. Whether there was sufficient evidence of creditor support
4. What conditions, if any, should be attached to the moratorium

Holding

The court allowed the application and granted the four-month moratorium in the terms sought, with added directions: monthly email updates to all creditors on the status of negotiations with Hildrics, fuller details of the proposal to creditors and the Court by 4pm, 27 February 2026, and agreed disclosure orders under s 64(6), with the basis for the forecast equity value to be provided by 4pm, 26 December 2025.

Reasoning

The procedural requirements, including undertakings and advertising, were met and not disputed by Linkwasha.

On good faith, the court accepted that Linkwasha's questions were fair and that the proposal was not fully fleshed out. Following Re Pacific Andes, it held that lack of particulars must be understood in context: demanding a complete blueprint at this stage would defeat the purpose of the breathing space a moratorium provides. Investor due diligence was said to be under way, so gaps were understandable. The plan gave broad specifics of the funding, its source and purpose, timing and likely creditor returns, and was prima facie viable compared with the likely liquidation outcome.

On creditor support, the court refused to engage in bean-counting. Creditors holding over half the unsecured debt had expressly supported the moratorium, some only after filing, and the sole secured creditor did not object. Linkwasha was the only opponent and was owed comparatively little. Four months was not inordinate.

On conditions, the court declined Linkwasha's proposed fortnightly updates and two-month deadline in their proposed form. It explained that the company's limited resources should be focused on building the deal, and adopted a middle ground. It also cautioned that appeals to a company's social value or mission do not bear on a s 64 application, which turns on commercial and statutory considerations.

From the judgment