Section 2: Section 2: Creditors' and Company Meetings
Article 111 - Creditors' meetings generally(1) This Article applies to creditors' meetings summoned by the officeholder.(2) In fixing the venue for the meeting, the officeholder shall have regard to the convenience of creditors.(3) The meeting shall be summoned for commencement between 10.00 and 16.00 hours on a
Business Day, unless the QFC Courtotherwise directs.(4) Notice of the meeting shall be given to the QFC Authorityand all creditors who are known to the officeholder and who have claims (including contingent claims) against the Company; and the notice shall specify the purpose of the meeting and contain a statement of the effect of Article 113(1) (entitlement to vote).(5) At least 21 days' notice of the meeting shall be given.(6) With the notice summoning the meeting there shall be sent out forms of proxy substantially in the form set out in Schedule 2.(7) Notice may be given by service on a representative of the creditor, nominated by the creditor.(8) Notice shall be deemed to have been received by a creditor where the officeholder has taken all reasonable steps to bring such notice to the creditor's attention.(9) If within 30 minutes from the time fixed for commencement of the meeting there is no person present to act as chairman, the meeting shall stand adjourned to the same time and place in the following week or, if that is not a Business Day, to the Business Dayimmediately following.(10) The meeting may from time to time be adjourned, if the chairman thinks fit, but not for more than 14 days from the date on which it was fixed to commence.
Article 112 - The chairman at meetings(1) At any meeting of creditors summoned by the officeholder, either he shall be chairman, or a person nominated by him in writing to act in his place.(2) A person so nominated must be either:(A) one who is qualified to act as an insolvency practitioner in relation to the
Company; or(B) an employee of the officeholder or his firm who is experienced in insolvency matters.
Article 113 - Entitlement to vote(1) Subject as follows, at a meeting of creditors a person is entitled to vote only if:(A) he has given to the officeholder, not later than 12.00 hours on the business day before the day fixed for the meeting, details in writing of the debt which he claims to be due to him from the
Companyand the claim has been duly admitted under the following provisions of these Regulations; and(B) there has been lodged with the officeholder any proxy which he intends to be used on his behalf.(2) The chairman of the meeting may allow a creditor to vote, notwithstanding that he has failed to comply with Article 113(1)(A), if satisfied that the failure was due to circumstances beyond the creditor's control.(3) The chairman of the meeting may call for any document or other evidence to be produced to him, where he thinks it necessary for the purpose of substantiating the whole or any part of the claim.(4) Votes are calculated according to the amount of a creditor's debt as at the date of the appointment of the Administrator, the winding up order or winding up resolution as the case may be, deducting any amounts paid in respect of the debt after that date.(5) A creditor shall not vote in respect of a debt for an unliquidated amount, or any debt whose value is not ascertained, except where the chairman puts upon the debt an estimated value for the purpose of entitlement to vote and admits the claim for that purpose.(6) No vote shall be cast by virtue of a claim more than once on any resolution put to the meeting.
Article 114 - Admission and rejection of claims(1) At any creditors' meeting the chairman has power to admit or reject a creditor's claim for the purpose of his entitlement to vote; and the power is exercisable with respect to the whole or any part of the claim.(2) If the chairman has put upon the debt an estimated value, the creditor shall be allowed to vote only in respect of that estimated amount.(3) The chairman's decision under this Article 114, or in respect of any matter arising under Article 113, is subject to appeal following the meeting to the
QFC Courtby any creditor.(4) If on an appeal the chairman's decision is reversed or varied, or a creditor's vote is declared invalid, the QFC Courtmay order that another meeting be summoned, or make such other order as it thinks just.(5) An application to the QFC Courtby way of appeal under this Article against a decision of the chairman must be made not later than 21 days after the date of the meeting.
Article 115 - Secured Creditors(1) At a meeting of creditors in respect of a
Companyin administration, a Secured Creditoris entitled to vote in respect of the whole value of his debt, whether or not that debt is secured.(2) Subject to Article 115(1), at any other meeting of creditors a Secured Creditoris entitled to vote only in respect of the balance (if any) of his debt after deducting the value of his Security Interestas estimated by him.
Article 116 - Retention of title creditors
For the purpose of entitlement to vote at a creditors' meeting in administration proceedings, a seller of goods to the
Companyunder a retention of title agreement shall deduct from his claim the value, as estimated by him, of any rights arising under that agreement in respect of goods in possession of the Company.
Article 117 - Hire-purchase, conditional sale and leasing agreements(1) Subject as follows, an owner of goods under a hire-purchase or leasing agreement relating to property other than real property, or a seller of goods under a conditional sale agreement, is entitled to vote in respect of the amount of the debt due and payable to him by the
Companyas at the date of the Administration Order.(2) In calculating the amount of any debt for this purpose, no account shall be taken of any amount attributable to the exercise of any right under the relevant agreement, so far as the right has become exercisable solely by virtue of the presentation of the application for an Administration Orderor any matter arising in consequence of that, or of the making of the order.
Article 118 - Resolutions and minutes(1) Subject to Article 118(2), at a creditors' meeting in respect of a
Companyin administration or Liquidation, a resolution is passed when a majority (in value) of those present and voting, in person or by proxy, have voted in favour of it.(2) Any resolution is invalid if those voting against it include more than half in value of the creditors to whom notice of the meeting was sent and who are not, to the best of the chairman's belief, Connected Persons.
Article 119 - Creditors' meetings conducted by correspondence
A reference in these
Regulationsto anything done, or required to be done, at, or in connection with, or in consequence of, a creditors' meeting includes a reference to anything done in the course of correspondence.
Article 120 - Venue and conduct of Company meetings(1) Where the officeholder summons a meeting of members of the
Company, he shall fix a venue for it having regard to their convenience.(2) The chairman of the meeting shall be the officeholder or a person nominated by him in writing to act in his place.(3) A person so nominated must be either:(A) one who is qualified to act as an insolvency practitioner in relation to the Company; or(B) an employee of the officeholder or his firm who is experienced in insolvency matters.(4) If within 30 minutes from the time fixed for commencement of the meeting there is no person present to act as chairman, the meeting stands adjourned to the same time and place in the following week or, if that is not a business day, to the business day immediately following.(5) Subject as above, the meeting shall be summoned and conducted as if it were a general meeting of the Companysummoned under the Company'sarticles of association, and in accordance with the applicable provisions of the Companies Regulations.