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  • Section 8: Section 8: Company Arrangements

    • Article 51 - Company Arrangements

      (1) The Administrator may make a proposal to the Company's creditors for a composition in satisfaction of its debts (an "Arrangement").
      (2) The Administrator must send a copy of a statement of his proposals to the CRO and (so far as he is aware of their addresses) to all members and all creditors of the Company.
      (3) Such statement must contain the following information:
      (A) details relating to his appointment as Administrator, the purposes of the administration, and any subsequent variation of these purposes;
      (B) the names of the directors and secretary of the Company;
      (C) an account of the circumstances giving rise to the Administration;
      (D) if a statement of affairs has been submitted, a copy or summary of it, with the Administrator's comments, if any;
      (E) if no statement of affairs has been submitted, details of the financial position of the Company at the latest practicable date (which must, unless the QFC Court otherwise orders, be a date not earlier than that of the start of the Administration);
      (F) the manner in which the affairs and business of the Company:
      (1) have, since the date of the Administrator's appointment, been managed and financed; and
      (2) will, if the Administrator's proposals are approved, continue to be managed and financed; and
      (G) such other information (if any) as the Administrator thinks necessary to enable creditors to decide whether or not to vote for the adoption of the proposed arrangement.

    • Article 52 - Summoning of meetings

      (1) The Administrator shall summon a meeting of the Company's creditors on not less than 14 days' notice to consider the proposal.
      (2) The persons to be summoned to a creditors' meeting under this Article 52 are every creditor of the Company of whose claim and address the person summoning the meeting is aware.

    • Article 53 - Decisions of meetings

      (1) The meeting summoned under Article 52 shall decide whether to approve the proposed Arrangement (with or without modifications).
      (2) Subject as follows, at the meeting for any resolution to be passed approving any proposal or modification there must be a majority in excess of three quarters in value of the creditors present in person or by proxy and voting on the resolution.
      (3) Any resolution is invalid if those voting against it include more than half in value of the creditors who are not, to the best of the chairman's belief, Connected Persons.
      (4) A meeting so summoned shall not approve any proposal or modification which affects the right of a preferential creditor or a secured creditor of the Company to enforce his rights or his security, except with the concurrence of the creditor concerned.
      (5) The meeting may appoint the Administrator or some other person as Supervisor of the Arrangement. The function of the Supervisor is to implement the Arrangement in accordance with its terms.

    • Article 54 - Effect of approval

      (1) This Article 54 has effect where the meeting summoned under Article 52 approves the Arrangement.
      (2) The approved Arrangement takes effect as if made by the Company at the creditors' meeting, and binds every person as if he were a party to the Arrangement if, in accordance with these Regulations:
      (A) the Administrator had taken all reasonable steps to give notice to that person (whether or not he had received notice); and
      (B) he was entitled to vote at that meeting (whether or not he was present or represented at the meeting).

    • Article 55 - Implementation of proposal

      (1) This Article 55 applies where a decision approving an Arrangement has taken effect under Article 54.
      (2) If any of the Company's creditors or any other person is dissatisfied by any act, omission or decision of the Supervisor, he may apply to the QFC Court; and on the application the QFC Court may:
      (A) confirm, reverse or modify any act or decision of the Supervisor;
      (B) give him directions; or
      (C) make such other order as it thinks fit.
      (3) The Supervisor:
      (A) may apply to the QFC Court for directions in relation to any particular matter arising under the Arrangement; and
      (B) is included among the persons who may apply to the QFC Court for the winding up of the Company.
      (4) The QFC Court may make an order appointing a person who is registered under Part 10 of these Regulations to act as an insolvency practitioner in relation to the Company either in substitution for the existing Supervisor or to fill a vacancy.