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STATUTORY INSTRUMENTS
2007 No. 3141
INSOLVENCY, ENGLAND AND WALES
COMPANIES, ENGLAND AND WALES
The PPP Administration Order Rules 2007
| |
Made |
31st October 2007 | |
| |
Laid before Parliament |
5th November 2007 | |
| |
Coming into force |
30th November 2007 | |
CONTENTS
PART 1
INTRODUCTORY PROVISIONS
PART 2
PPP ADMINISTRATION PROCEDURE
PART 3
STATEMENT OF AFFAIRS AND PROPOSALS TO CREDITORS
PART 4
MEETINGS
PART 5
THE SPECIAL PPP ADMINISTRATOR
PART 6
COURT PROCEDURE AND PRACTICE
CHAPTER 1
APPLICATIONS
CHAPTER 2
SHORTHAND WRITERS
CHAPTER 3
ENFORCEMENT PROCEDURES
CHAPTER 4
COURT RECORDS AND RETURNS
CHAPTER 5
COSTS AND DETAILED ASSESSMENT
CHAPTER 6
PERSONS INCAPABLE OF MANAGING THEIR AFFAIRS
CHAPTER 7
APPEALS IN PPP ADMINISTRATION PROCEEDINGS
CHAPTER 8
GENERAL
PART 7
PROXIES AND COMPANY REPRESENTATION
PART 8
EXAMINATION OF PERSONS IN PPP ADMINISTRATION PROCEEDINGS
PART 9
MISCELLANEOUS AND GENERAL
PART 10
INTERPRETATION AND APPLICATION
The Lord Chancellor, in the exercise of his powers under section 411 of the Insolvency Act 1986[1] and section 220(5) of the Greater London Authority Act 1999[2], makes the following Rules.
As required by section 411 of the Insolvency Act 1986, the Lord Chancellor makes these Rules with the concurrence of the Secretary of State, and of the Chancellor of the High Court (by the authority of the Lord Chief Justice under section 411(7) of the Insolvency Act 1986) in relation to those rules that affect court procedure.
As required by section 413 of the Insolvency Act 1986[3], the Lord Chancellor has consulted the committee existing for that purpose before making these Rules.
PART 1
INTRODUCTORY PROVISIONS
Citation and commencement
1.
These Rules may be cited as the PPP Administration Order Rules 2007 and shall come into force on 30th November 2007.
Construction and interpretation
2.
—(1) In these Rules—
"the 1985 Act" means the Companies Act 1985[4];
"the 1986 Act" means the Insolvency Act 1986;
"the 1999 Act" means the Greater London Authority Act 1999;
"the 2006 Act" means the Companies Act 2006[5];
"CPR" means the Civil Procedure Rules 1998[6] and "CPR" followed by a Part or rule number means the Part or rule with that number in those Rules;
"insolvency proceedings" means any proceedings under the 1986 Act or the Insolvency Rules;
"the Insolvency Rules" means the Insolvency Rules 1986[7];
"the PPP Arbiter" means the person for the time being appointed to the office of the Public-Private Partnership Agreement Arbiter under section 225 of the 1999 Act; and
"PPP company" shall be construed in accordance with section 210(5) of the 1999 Act.
(2) Except where the context requires otherwise, references to provisions of the 1986 Act are references to those provisions as applied by section 220 to 224 of, and Schedule 14 to, the 1999 Act, construed in accordance with section 249 of the Enterprise Act 2002[8].
(3) Where the PPP company is an unregistered company, any requirement to send information to the registrar of companies applies only if the company is subject to a requirement imposed by virtue of section 691(1)[9] or 718[10] of the 1985 Act.
(4) Subject to paragraphs (1), (2) and (3), Part 10 of these Rules has effect for their interpretation and application.
Extent
3.
These Rules apply in relation to PPP companies which the courts in England and Wales have jurisdiction to wind up.
PART 2
PPP ADMINISTRATION PROCEDURE
Affidavit to support petition
4.
Where it is proposed to apply to the court by petition for a PPP administration order to be made in relation to a PPP company, an affidavit complying with rule 5 below must be prepared and sworn by or with the authority of the Mayor (or Transport for London if it acts as his agent) with a view to its being filed in court in support of the petition.
Contents of affidavit
5.
—(1) The affidavit shall state that the company is a PPP company within the meaning of Part 4 of the 1999 Act.
(2) The affidavit shall state one or both of the following—
(a) the deponent's belief that the PPP company is, or is likely to become, unable to pay its debts and the grounds for that belief;
(b) that the Secretary of State has certified that it would be appropriate for him to petition for the winding up of the PPP company under section 124A (petition for winding up on grounds of public interest) of the 1986 Act[11] and that in his view it would be just and equitable, as mentioned in that section, for the company to be wound up.
(3) There shall, in the affidavit, be provided a statement of the PPP company's financial position, specifying (to the best of the deponent's knowledge and belief) the assets and liabilities of the company, including contingent and prospective liabilities.
(4) Details shall be given of any security known or believed to be held by creditors of the PPP company, and whether in any case the security is such as to confer power on the holder to appoint an administrative receiver. If an administrative receiver has been appointed, that fact shall be stated.
(5) So far as within the immediate knowledge of the deponent, the affidavit shall contain details of—
(a) any petition which has been presented for the winding up of the PPP company;
(b) any application for the permission of the court to pass a resolution for the voluntary winding up of the PPP company;
(c) any application for an administration order under Part 2 of the 1986 Act in relation to the PPP company;
(d) any notice served in accordance with section 223(7) of the 1999 Act by any person intending to enforce any security over a PPP company's property; and
(e) any step taken to enforce any such security.
(6) If there are other matters which, in the opinion of the person intending to present the petition for a PPP administration order, will assist the court in deciding whether to make such an order, those matters shall also be stated in the affidavit.
Form of petition
6.
—(1) The petition shall be in Form PPP1 and shall state by whom it is presented and the address for service.
(2) The petition shall specify the name and address of the person proposed to be appointed as special PPP administrator; and it shall be stated that, to the best of the petitioner's knowledge and belief, the person proposed to be appointed as special PPP administrator is qualified to act as an insolvency practitioner in relation to the PPP company.
(3) There shall be exhibited to the affidavit in support of the petition—
(a) a copy of the petition;
(b) the written consent, in Form PPP2, of the proposed special PPP administrator accepting the appointment.
Filing of petition
7.
—(1) The petition and affidavit shall be filed in court, with a sufficient number of copies for service and use as provided by rules 8 and 10.
(2) Each of the copies delivered shall have applied to it the seal of the court and be issued to the petitioner; and on each copy there shall be endorsed the date and time of filing.
(3) The court shall fix a venue for the hearing of the petition and this also shall be endorsed on each copy of the petition issued under paragraph (2).
(4) After the petition is filed, it is the duty of the petitioner to notify the court in writing of any insolvency proceedings affecting the PPP company, as soon as he becomes aware of them.
Service of petition
8.
—(1) In this rule and rules 9, 10 and 11, references to the petition are to a copy of the petition issued by the court under rule 7(2) together with the affidavit in support of it and the documents (other than the copy of the petition) exhibited to the affidavit.
(2) The petition shall be served—
(a) on any person who has appointed or is or may be entitled to appoint an administrative receiver of the PPP company;
(b) on any person who has applied to the court for an administration order under Part 2 of the 1986 Act in relation to the PPP company;
(c) if an administrative receiver has been appointed, on him;
(d) if there is pending a petition for the winding up of the PPP company, on the petitioner (and also on the provisional liquidator, if any);
(e) on the person proposed for appointment as special PPP administrator;
(f) on the PPP company;
(g) on the Secretary of State.
Notice to enforcement officer, etc
9.
—(1) The petitioner shall forthwith after filing the petition give notice of its presentation to—
(a) any enforcement officer or other officer who to his knowledge is charged with an execution or other legal process against the PPP company or its property; and
(b) any person who to his knowledge has distrained against the PPP company or its property.
(2) In the application of paragraph (1) in a case where the PPP company is a foreign company, within the meaning of paragraph 12(2) of Part 2 of Schedule 14 to the 1999 Act, the reference to property shall be taken as a reference to property situated within Great Britain.
Manner in which service of petition is to be effected
10.
—(1) Service of the petition in accordance with rule 8 shall be effected by the petitioner, or his solicitor, or by a person instructed by him or his solicitor, not less than two days before the date fixed for the hearing.
(2) Service shall be effected as follows—
(a) on the PPP company (subject to paragraph (3)), by delivering the documents to its registered office; and
(b) on any other person (subject to paragraph (4)), by delivering the documents to his proper address,
or, in either case, in such manner as the court may direct.
(3) If delivery to the PPP company's registered office is not practicable or if the PPP company is an unregistered company, service may be effected by delivery to the company's last known principal place of business in England and Wales.
(4) Subject to paragraph (5), for the purposes of paragraph (2)(b), a person's proper address is any which he has previously notified as his address for service; but if he has not notified any such address, service may be effected by delivery to his usual or last known address.
(5) In the case of a person who—
(a) is an authorised deposit taker or a former authorised institution;
(b) has appointed, or is or may be entitled to appoint, an administrative receiver of the PPP company; and
(c) has not notified an address for service,
the proper address is the address of an office of that person where, to the knowledge of the petitioner, the PPP company maintains a bank account or, where no such office is known to the petitioner, the registered office of that person, or, if there is no such office, his usual or last known address.
(6) For the purposes of paragraph (5)—
"authorised deposit taker" means a person who has permission under Part 4 of the Financial Services and Markets Act 2000[12] to accept deposits; and
"former authorised institution" means an institution which continues to have a liability in respect of a deposit which was held in accordance with the Banking Act 1979[13] or the Banking Act 1987[14], but is not an authorised deposit taker.
(7) References in paragraph (6) to deposits and their acceptance must be read with—
(a) section 22 of the Financial Services and Markets Act 2000;
(b) any relevant order under that section; and
(c) Schedule 2 to that Act.
Proof of service
11.
—(1) Service of the petition shall be verified by affidavit in Form PPP3, specifying the date on which, and the manner in which, service was effected.
(2) The affidavit, with a sealed copy of the petition exhibited to it, shall be filed in court forthwith after service, and in any event not less than one day before the hearing of the petition.
The hearing
12.
—(1) At the hearing of the petition, any of the following may appear or be represented—
(a) the Mayor;
(b) Transport for London;
(c) any person who has appointed, or is or may be entitled to appoint, an administrative receiver of the PPP company;
(d) any person who has applied to the court for an administration order under Part 2 of the 1986 Act in relation to the PPP company;
(e) if an administrative receiver has been appointed, that administrative receiver;
(f) any person who has presented a petition for the winding up of the PPP company (and the provisional liquidator, if any);
(g) the person proposed for appointment as special PPP administrator;
(h) the PPP company; and
(i) with the permission of the court, any other person who appears to have an interest justifying his appearance.
(2) If the court makes a PPP administration order, it shall be in Form PPP4.
(3) If the court makes a PPP administration order, the costs of the petitioner, and of any person appearing whose costs are allowed by the court, are payable as an expense of the administration.
Notice and advertisement of PPP administration order
13.
—(1) If the court makes a PPP administration order, it shall forthwith give notice to the person appointed as special PPP administrator in Form PPP5.
(2) After the order is made, the special PPP administrator shall forthwith advertise its making once in the Gazette, and once in such newspaper as he thinks most appropriate for ensuring that the order comes to the notice of the PPP company's creditors in Form PPP6.
(3) Subject to paragraph (5), the special PPP administrator shall also forthwith give notice in Form PPP7 of the making of the order—
(a) to the Mayor;
(b) to Transport for London;
(c) to any person who has appointed, or is or may be entitled to appoint, an administrative receiver of the PPP company;
(d) if an administrative receiver has been appointed, to him;
(e) if there is pending a petition for the winding up of the PPP company, to the petitioner (and to the provisional liquidator, if any);
(f) to any person who has applied to the court for an administration order under Part 2 of the 1986 Act in relation to the PPP company;
(g) to the registrar of companies; and
(h) to the Secretary of State.
(4) The court shall send two sealed copies of the order to the special PPP administrator, who shall send one of those copies accompanied by Form PPP8 to the registrar of companies in accordance with section 21(2) of the 1986 Act.
(5) If under section 9(4) of the 1986 Act the court makes any other order, it shall give directions as to the persons to whom, and how, notice of it is to be given.
Discharge of PPP administration order
14.
Where the PPP administration order is discharged, the special PPP administrator shall send an office copy of the order effecting the discharge to the registrar of companies in accordance with section 18(4) of the 1986 Act accompanied by Form PPP9.
PART 3
STATEMENT OF AFFAIRS AND PROPOSALS TO CREDITORS
Notice requiring statement of affairs
15.
—(1) Where the special PPP administrator decides to require a statement of the PPP company's affairs to be made out and submitted to him in accordance with section 22 of the 1986 Act, he shall send notice in Form PPP10 to each of the persons whom he considers should be made responsible under that section, requiring them to prepare and submit the statement.
(2) The persons to whom the notice is sent are referred to in this Part as "the deponents".
(3) The notice shall inform each of the deponents—
(a) of the names and addresses of all others (if any) to whom the same notice has been sent;
(b) of the time within which the statement must be delivered;
(c) of the effect of section 22(6) (penalty for non-compliance) of the 1986 Act; and
(d) of the application to him, and to each of the other deponents, of section 235 (duty to co-operate with office-holder) of the 1986 Act.
(4) The special PPP administrator shall, on request, furnish each deponent with copies of Form PPP11 for the preparation of the statement of affairs.
Verification and filing
16.
—(1) The statement of affairs shall be in Form PPP11, shall contain all the particulars required by that form and shall be verified by affidavit by the deponents (using the same form).
(2) The special PPP administrator may require any of the persons mentioned in section 22(3) of the 1986 Act to submit to him an affidavit of concurrence in Form PPP12, stating that he concurs in the statement of affairs. Where the special PPP administrator does so, he shall inform the person making the statement of affairs of that fact.
(3) An affidavit of concurrence may be qualified in respect of matters dealt with in the statement of affairs, where the maker of the affidavit is not in agreement with the deponents, or he considers the statement to be erroneous or misleading, or he is without the direct knowledge necessary for concurring with it.
(4) The statement of affairs shall be delivered to the special PPP administrator by the deponent making the affidavit (or by one of them, if more than one), together with a copy.
(5) Every affidavit of concurrence shall be delivered to the special PPP administrator by the person who makes it, together with a copy.
(6) The special PPP administrator shall file the verified copy of the statement of affairs and the affidavits of concurrence (if any) in court as soon as is reasonably practicable.
Limited disclosure
17.
—(1) Where the special PPP administrator thinks that it would prejudice the conduct of the PPP administration for the whole or part of the statement of affairs to be disclosed, he may apply to the court for an order of limited disclosure in respect of the statement, or any specified part of it.
(2) The court may on the application order that the statement or, as the case may be, the specified part of it, be not filed in court, or that it is to be filed separately and not be open to inspection otherwise than with the permission of the court.
(3) The court's order may include directions as to the delivery of documents to the registrar of companies and the disclosure of relevant information to other persons.
Release from duty to submit statement of affairs; extension of time
18.
—(1) The power of the special PPP administrator under section 22(5) of the 1986 Act to give a release from the obligation imposed by that section, or to grant an extension of time, may be exercised at the special PPP administrator's own discretion, or at the request of any deponent.
(2) A deponent may, if he requests a release or extension of time and it is refused by the special PPP administrator, apply to the court for it.
(3) The court may, if it thinks that no sufficient cause is shown for the application, dismiss it; but it shall not do so unless the deponent has had an opportunity to attend the court for a hearing without notice being served on any other party, of which he has been given at least 7 days' notice.
(4) If the application is not dismissed under paragraph (3), the court shall fix a venue for it to be heard, and give notice to the deponent accordingly.
(5) The deponent shall, at least 14 days before the hearing, send to the special PPP administrator a notice stating the venue and accompanied by a copy of the application, and of any evidence which he (the deponent) intends to adduce in support of it.
(6) The special PPP administrator may appear and be heard on the application; and whether or not he appears, he may file a written report of any matters which he considers ought to be drawn to the attention of the court.
(7) If such a report is filed, a copy of it shall be sent by the special PPP administrator to the deponent, no later than five days before the hearing.
(8) Sealed copies of any order made on the application shall be sent by the court to the deponent and to the special PPP administrator.
(9) On any application under this rule, the applicant's costs shall be paid in any event by him and, unless the court otherwise orders, no allowance towards them shall be made out of the assets of the PPP company.
Expenses of statement of affairs
19.
—(1) A deponent making the statement of affairs and an affidavit in support of it shall be allowed, and paid by the special PPP administrator out of his receipts, any expenses incurred by the deponent in so doing which the special PPP administrator considers reasonable.
(2) Any decision by the special PPP administrator under this rule is subject to appeal to the court.
(3) Nothing in this rule relieves a deponent of any obligation with respect to the preparation, verification and submission of the statement of affairs, or to the provision of information to the special PPP administrator.
Statement to be annexed to proposals
20.
—(1) Subject to paragraph (5), a statement shall be annexed by the special PPP administrator to his proposals sent under section 23(1) of the 1986 Act in Form PPP13 to the relevant persons showing—
(2) Subject to paragraph (5), where the special PPP administrator has cause to amend or alter his proposals, he shall send in Form PPP14 details of these revisions and the reasons for them to the relevant persons.
(3) Where the Mayor or the special PPP administrator intends to apply to the court under section 18 of the 1986 Act for a PPP administration order to be discharged at a time before the special PPP administrator has sent a statement of his proposals to the relevant persons, he shall, at least 10 days before he makes such an application, send to the relevant persons (so far as he is aware of their addresses) and to the Mayor or the special PPP administrator (as appropriate) a report containing the information required by paragraph (1)(a) to (g) of this rule.
(4) In this rule, "the relevant persons" are the members of the company and the persons referred to in section 23(2A) of the 1986 Act.
(5) Where the special PPP administrator publishes a notice in accordance with section 23(2B)(b) of the 1986 Act stating an address to which members of the PPP company should write for copies of the relevant statement to be sent to them free of charge, the special PPP administrator is not required to send a copy of the relevant statement nor such further information as this rule requires to a member of the PPP company unless that member has written to request a copy.
Notice to members of proposals to creditors
21.
For the purposes of section 23(2B)(b) of the 1986 Act, the notice shall be published once in the Gazette and once in the newspaper in which the making of the PPP administration order was advertised.
PART 4
MEETINGS
Creditors' meetings generally
22.
—(1) This rule applies to creditors' meetings summoned by the special PPP administrator under section 14(2)(b) of the 1986 Act or pursuant to a direction of the court under section 17(3)(b) of that Act.
(2) In fixing the venue for the meeting, the special PPP administrator 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 court otherwise directs.
(4) At least 21 days' notice of the meeting shall be given to all creditors who are known to the special PPP administrator and who had claims against the PPP company at the date of the PPP administration order. The notice in Form PPP15 shall specify the purpose of the meeting and contain a statement of the effect of rule 24(1) (entitlement to vote).
(5) With the notice summoning the meeting there shall be sent forms of proxy in Form PPP24.
(6) If within 30 minutes from the time fixed for the 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 day is not a business day, to the business day immediately following.
(7) 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, subject to the direction of the court.
(8) If a meeting is adjourned, the special PPP administrator shall as soon as reasonably practicable notify the creditors of the venue of the adjourned meeting.
The chairman at meetings
23.
—(1) At any meeting of creditors summoned by the special PPP administrator, the chairman shall either be the special PPP administrator 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 PPP company; or
(b) an employee of the special PPP administrator or his firm who is experienced in insolvency matters.
Entitlement to vote
24.
—(1) Subject to paragraphs (2) and (5), at a meeting of creditors in PPP administration proceedings a person is entitled to vote only if—
(a) he has given to the special PPP administrator 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 PPP company, and the claim has been duly admitted under the provisions of this Part; and
(b) there has been lodged with the special PPP administrator any proxy which he intends to be used on his behalf.
Details of the debt must include any calculation for the purposes of rules 26 to 29.
(2) The chairman of the meeting may allow a creditor to vote, notwithstanding that he has failed to comply with paragraph (1)(a), if satisfied that the failure was due to circumstances beyond the creditor's control.
(3) The special PPP administrator or, if other, 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 PPP administration order, 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 agrees to put upon the debt an estimated minimum 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.
Admission and rejection of claims
25.
—(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) The chairman's decision under this rule, or in respect of any matter arising under rule 24, is subject to appeal to the court by any creditor.
(3) If the chairman is in doubt whether a claim should be admitted or rejected, he shall mark it as objected to and allow the creditor to vote, subject to his vote being subsequently declared invalid if the objection to the claim is sustained.
(4) If on appeal the chairman's decision is reversed or varied, or a creditor's vote is declared invalid, the court may order that another meeting be summoned, or make such other order as it thinks just.
(5) Neither the special PPP administrator nor any person nominated by him to be chairman is personally liable for costs incurred by any person in respect of an appeal to the court under this rule, unless the court makes an order to that effect.
Secured creditors
26.
At a meeting of creditors, a secured creditor is entitled to vote only in respect of the balance (if any) of his debt after deducting the value of his security as estimated by him.
Holders of negotiable instruments
27.
A creditor shall not vote in respect of a debt on, or secured by, a current bill of exchange or promissory note, unless he is willing—
(a) to treat the liability to him on the bill or note of every person who is liable on it antecedent to the PPP company, and against whom a bankruptcy order has not been made (or, in the case of a company, which has not gone into liquidation), as a security in his hands; and
(b) to estimate the value of the security and, for the purpose of his entitlement to vote, to deduct it from his claim.
Retention of title creditors
28.
For the purpose of entitlement to vote at a creditors' meeting in PPP administration proceedings, a seller of goods to the PPP company under 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 the possession of the PPP company.
Hire-purchase, conditional sale and chattel leasing agreements
29.
—(1) Subject to paragraph (2), an owner of goods under a hire-purchase or chattel leasing agreement, 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 PPP company as at the date of the PPP 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 in so far as the right has become exercisable solely by virtue of the presentation of the petition for a PPP administration order or any matter arising in consequence of that, or the making of the order.
Resolutions and minutes
30.
—(1) Subject to paragraph (2), at a creditors' meeting in PPP administration proceedings, 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, persons connected with the PPP company.
(3) The chairman of the meeting shall cause minutes of its proceedings to be entered in the PPP company's minute book.
(4) The minutes shall include a list of the creditors who attended (personally or by proxy).
(5) In this rule, "connected with the PPP company" has the same meaning as the phrase "connected with a company" in section 249 of the 1986 Act.
Report to creditors
31.
—(1) Within 14 days of the end of every period of 6 months beginning with the date of appointment of the special PPP administrator the special PPP administrator shall send to all creditors of the PPP company a report on the progress of the administration until he vacates office.
(2) On vacating office the special PPP administrator shall send to creditors a report on the administration up to that time.
(3) Paragraph (2) does not apply where the PPP administration is immediately followed by the PPP company going into liquidation, nor when the special PPP administrator is removed from office by the court or ceases to be qualified as an insolvency practitioner.
Venue and conduct of members' meeting
32.
—(1) Where the special PPP administrator summons a meeting of members of the PPP company, he shall fix a venue for it having regard to their convenience.
(2) The chairman of the meeting shall be the special PPP administrator 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 PPP company; or
(b) an employee of the special PPP administrator 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 shall stand adjourned to the same time and place in the following week or, if that day is not a business day, to the business day immediately following.
(5) Subject to the above, the meeting shall be summoned and conducted as if it were a general meeting of the PPP company summoned under the company's articles of association, and in accordance with the applicable provisions of the 1985 Act or the 2006 Act[15].
(6) The chairman of the meeting shall cause minutes of its proceedings to be entered in the PPP company's minute book.
PART 5
THE SPECIAL PPP ADMINISTRATOR
Fixing of remuneration
33.
—(1) The special PPP administrator is entitled to receive remuneration for his services as such.
(2) The remuneration shall be fixed by reference to the time properly given by the insolvency practitioner (as special PPP administrator) and his staff in attending to matters arising in the PPP administration.
(3) The remuneration of the special PPP administrator shall be fixed by the court and the special PPP administrator shall make an application to court accordingly.
(4) The special PPP administrator shall give at least 14 days' notice of his application to the following, who may appear or be represented—
(a) the Mayor;
(b) Transport for London;
(c) the creditors of the PPP company; and
(d) the Secretary of State.
(5) In fixing the remuneration, the court shall have regard to the following matters—
(a) the complexity (or otherwise) of the case;
(b) any respects in which, in connection with the PPP company's affairs, there falls on the special PPP administrator any responsibility of an exceptional kind or degree;
(c) the effectiveness with which the special PPP administrator appears to be carrying out, or to have carried out, his duties as such; and
(d) the value and nature of the property with which he has to deal.
(6) Where there are joint special PPP administrators, it is for them to agree between themselves as to how the remuneration payable should be apportioned. Any dispute arising between them may be referred to the court for settlement by order.
(7) If the special PPP administrator is a solicitor and employs his own firm, or any partner of that firm, to act on behalf of the PPP company, profit costs shall not be paid unless this is authorised by the court.
Disposal of charged property, etc
34.
—(1) The following applies where the special PPP administrator applies to the court under section 15(2) of the 1986 Act for authority to dispose of property of the PPP company which is subject to a security, or goods in the possession of the PPP company under an agreement, to which that subsection relates.
(2) The court shall fix a venue for the hearing of the application, and the special PPP administrator shall forthwith give notice of the venue to the person who is the holder of the security or, as the case may be, the owner under the agreement.
(3) If an order is made under the said section 15(2), the special PPP administrator shall forthwith give notice of it to that person or owner and to the registrar of companies in Form PPP16.
(4) The court shall send two sealed copies of the order to the special PPP administrator, who shall send one of them to that person or owner.
Abstract of receipts and payments
35.
—(1) The special PPP administrator shall—
(a) within 2 months after the end of 6 months from the date of his appointment, and of every subsequent period of 6 months; and
(b) within 2 months after he ceases to act as special PPP administrator,
send the requisite accounts of the receipts and payments of the PPP company to the court, and to the registrar of companies.
(2) The court may, on the application of the special PPP administrator, extend the period of two months mentioned above.
(3) The accounts are to be in the form of an abstract in Form PPP17 showing—
(a) receipts and payments during the relevant period of 6 months; or
(b) where the special PPP administrator has ceased to act, receipts and payments during the period from the end of the last 6 month period to the time when he so ceased (alternatively if there has been no previous abstract, receipts and payments in the period since his appointment as special PPP administrator).
(4) The special PPP administrator is guilty of an offence if he makes default in complying with this rule and is liable on summary conviction to a fine not exceeding one fifth of the statutory maximum and, for continued contravention, to a daily default fine not exceeding one-fiftieth of the statutory maximum.
Resignation
36.
—(1) The special PPP administrator may give notice to the court and to the registrar of companies in Form PPP18 of his resignation on grounds of ill health or because—
(a) he intends ceasing to be in practice as an insolvency practitioner; or
(b) there is some conflict of interest, or change of personal circumstances, which precludes or makes impracticable the further discharge by him of the duties of special PPP administrator.
(2) The special PPP administrator may, with the permission of the court, give notice to the court and to the registrar of companies in Form PPP19 of his resignation on grounds other than those specified in paragraph (1).
(3) The special PPP administrator must give at least 7 days' notice of his intention to resign, or to apply for the court's permission to do so, to—
(a) the Mayor;
(b) any continuing special PPP administrator of the PPP company; and
(c) if there is no such continuing special PPP administrator, to the PPP company and its creditors.
Special PPP Administrator deceased
37.
—(1) Subject to paragraph (2), where the special PPP administrator has died, it is the duty of his personal representative to give notice of the fact to the court and to the registrar of companies, specifying the date of death.
(2) In the alternative, notice of the death may be given to the court and to the registrar of companies:
(a) if the deceased special PPP administrator was a partner in a firm, by a partner in the firm who is qualified to act as an insolvency practitioner, or is a member of any body recognised by the Secretary of State for the authorisation of insolvency practitioners; or
(b) by any person, if he delivers with the notice a copy of the relevant death certificate.
Order filling vacancy
38.
Where the court makes an order filling a vacancy in the office of special PPP administrator, the same provisions apply in respect of giving notice of, and advertising, the order as in the case of the PPP administration order under rule 13(2) and (3) (disregarding all references to forms in those paragraphs).
PART 6
COURT PROCEDURE AND PRACTICE
CHAPTER 1
APPLICATIONS
Preliminary
39.
This Chapter applies to any application made to the court in PPP administration proceedings, except a petition for a PPP administration order.
Form and contents of application
40.
—(1) Each application shall be in writing in Form PPP20 and shall state—
(a) the names of the parties;
(b) the nature of the relief or order applied for or the directions sought from the court;
(c) the names and addresses of the persons (if any) on whom it is intended to serve the application or that no person is intended to be served;
(d) where the 1986 Act or these Rules require that notice of the application is to be given to specified persons, the names and addresses of all those persons (so far as known to the applicant); and
(e) the applicant's address for service.
(2) The application must be signed by the applicant if he is acting in person or, when he is not so acting, by or on behalf of his solicitor.
Filing and service of application
41.
—(1) The application shall be filed in court, accompanied by one copy and a number of additional copies equal to the number of persons who are to be served with the application.
(2) Subject as follows in this rule and in the next, or unless the rule under which the application is brought provides otherwise, or the court otherwise orders, upon the presentation of the documents mentioned in paragraph (1), the court shall fix a venue for the application to be heard.
(3) Unless the court otherwise directs, the applicant shall serve a sealed copy of the application, endorsed with the venue of the hearing, on the respondent named in the application (or on each respondent if more than one).
(4) The court may give any of the following directions—
(a) that the application be served upon persons other than those specified by the relevant provision of the 1986 Act or these Rules;
(b) that the giving of notice to any person be dispensed with;
(c) that notice be given in some way other than that specified in paragraph (3).
(5) Unless the provision of the 1986 Act or these Rules under which the application is made provides otherwise, and subject to paragraph (6), the application must be served at least 14 days before the date fixed for the hearing.
(6) Where the case is one of urgency, the court may (without prejudice to its general power to extend or abridge time limits)—
(a) hear the application immediately, either with or without notice to or the attendance of, other parties; or
(b) authorise a shorter period of service than that provided for by paragraph (5),
and any such application may be heard on terms providing for the filing or service of documents, or the carrying out of other formalities, as the court thinks fit.
Other hearings without notice
42.
—(1) Where the relevant provisions of the 1986 Act or these Rules do not require service of the application on, or notice of it to be given to, any person, the court may hear the application without notice being served on any other party.
(2) Where the application is properly made without notice being served on any other party, the court may hear it forthwith, without fixing a venue as required by rule 41(2).
(3) Alternatively, the court may fix a venue for the application to be heard, in which case rule 41 applies (so far as relevant).
Hearing of application
43.
—(1) Unless allowed or authorised to be made otherwise, every application before the registrar shall, and every application before the judge may, be heard in chambers.
(2) Unless either—
(a) the judge has given a general or special direction to the contrary; or
(b) it is not within the registrar's power to make the order required,
the jurisdiction of the court to hear and determine the application may be exercised by the registrar, and the application shall be made to the registrar in the first instance.
(3) Where the application is made to the registrar he may refer to the judge any matter which he thinks should properly be decided by the judge, and the judge may either dispose of the matter or refer it back to the registrar with such direction as he thinks fit.
(4) Nothing in this rule precludes an application being made directly to the judge in a proper case.
Use of affidavit evidence
44.
—(1) In any proceedings evidence may be given by affidavit unless by any provision of these Rules it is otherwise provided or the court otherwise directs; but the court may, on the application of any party, order the attendance for cross-examination of the person making the affidavit.
(2) Where, after such an order has been made, the person in question does not attend, his affidavit shall not be used in evidence without the permission of the court.
Filing and service of affidavits
45.
—(1) Unless the provisions of the 1986 Act or these Rules under which the application is made provide otherwise, or the court otherwise allows—
(a) if the applicant intends to rely at the first hearing on affidavit evidence, he shall file the affidavit or affidavits (if more than one) in court and serve a copy or copies on the respondent, not less than 14 days before the date fixed for the hearing; and
(b) where a respondent to an application intends to oppose it and to rely for that purpose on affidavit evidence, he shall file the affidavit or affidavits (if more than one) in court and serve a copy or copies on the applicant, not less than 7 days before the date fixed for the hearing.
(2) Any affidavit may be sworn by the applicant or by the respondent or by some other person possessing direct knowledge of the subject matter of the application.
Use of reports
46.
—(1) The special PPP administrator may file a report in court instead of an affidavit, unless the application involves other parties or the court otherwise orders.
(2) In any case where a report is filed instead of an affidavit the report shall be treated for the purpose of rule 45(1) and any hearing before the court as if it were an affidavit.
Adjournment of hearing: directions
47.
—(1) The court may adjourn the hearing of an application on such terms (if any) as it thinks fit.
(2) The court may at any time give such directions as it thinks fit as to—
CHAPTER 2
SHORTHAND WRITERS
Appointment and remuneration of shorthand writers
48.
—(1) The court may, at any time in the course of PPP administration proceedings, appoint a shorthand writer to take down the evidence of a person examined in the course of those proceedings in Form PPP21. Any shorthand writer so appointed shall complete a declaration in Form PPP22.
(2) The remuneration of a shorthand writer appointed in PPP administration proceedings shall be paid by the party who requested that the court make such an appointment, or out of the assets of the PPP company, or otherwise, as the court may direct.
(3) Any question arising as to the rates of remuneration payable under this rule shall be determined by the court in its discretion.
CHAPTER 3
ENFORCEMENT PROCEDURES
Enforcement of court orders
49.
In any PPP administration proceedings, orders of the court may be enforced in the same manner as a judgment to the same effect.
Orders enforcing compliance with these Rules
50.
—(1) The court may, on application by the special PPP administrator, make such orders as it thinks necessary for the enforcement of obligations falling on any person in accordance with section 22 (statement of affairs to be submitted to administrator) or section 235 (duty to co-operate with office-holder) of the 1986 Act.
(2) An order of the court under this rule may provide that all costs of and incidental to the application for it shall be borne by the person against whom the order is made.
Warrants under section 236 of the 1986 Act
51.
—(1) A warrant issued by the court under section 236 (inquiry into company's dealings, etc) of the 1986 Act shall be addressed to such officer of the High Court as the warrant specifies, or to any constable.
(2) The persons referred to in section 236(5) of the 1986 Act as the prescribed officer of the court are the tipstaff of the court and his assistants.
(3) When a person is arrested under a warrant issued under section 236 of the 1986 Act, the officer arresting him shall forthwith bring him before the court issuing the warrant in order that he may be examined.
(4) If he cannot immediately be brought up for examination, the officer shall deliver him into the custody of the governor of the prison named in the warrant, who shall keep him in custody and produce him before the court as it may from time to time direct.
(5) The court shall appoint the earliest practicable time for the examination, and shall—
(a) direct the governor of the prison to produce the person for examination at the time and place appointed; and
(b) forthwith give notice of the venue to the person who applied for the warrant.
(6) Any property in the arrested person's possession which may be seized shall be—
(a) lodged with, or otherwise dealt with as instructed by, whoever is specified in the warrant as authorised to receive it; or
(b) kept by the officer seizing it pending the receipt of written orders from the court as to its disposal,
as may be directed by the court.
(7) In this rule references to property include books, papers and records.
CHAPTER 4
COURT RECORDS AND RETURNS
Title of proceedings
52.
Every PPP administration proceeding shall, with any necessary additions, name the PPP company to which the proceedings relate and be entitled "IN THE MATTER OF THE INSOLVENCY ACT 1986 AND THE GREATER LONDON AUTHORITY ACT 1999".
Court records
53.
The court shall keep records of all PPP administration proceedings, and shall cause to be entered in the records the taking of any step in the proceedings, and such decisions of the court in relation thereto, as the court thinks fit.
Inspection of records
54.
—(1) Subject to paragraphs (2) and (3), the court's records of PPP administration proceedings shall be open to inspection by any person.
(2) If, in the case of a person applying to inspect the records, the registrar is not satisfied as to the propriety of the purpose for which inspection is required, he may refuse to allow it. That person may then apply forthwith and without notice being served on any other party to the judge, who may refuse the inspection or allow it on such terms as he thinks fit.
(3) The decision of the judge under paragraph (2) is final.
File of court proceedings
55.
—(1) In respect of all PPP administration proceedings, the court shall open and maintain a file for each case; and (subject to directions of the registrar) all documents relating to such proceedings shall be placed on the relevant file.
(2) No PPP administration proceedings shall be filed in the Central Office of the High Court.
Right to inspect the file
56.
—(1) In the case of any PPP administration proceedings, the following persons have the right, at all reasonable times, to inspect the court's file of the proceedings—
(a) the Mayor;
(b) Transport for London;
(c) the special PPP administrator;
(d) the PPP Arbiter;
(e) any person stating himself in writing to be a creditor of the PPP company to which the PPP administration proceedings relate;
(f) every person who is, or at any time has been, a director or officer of the PPP company to which the PPP administration proceedings relate and every person who is a member of that company; and
(g) the Secretary of State.
(2) The right of inspection conferred on any person by paragraph (1) may be exercised on his behalf by a person properly authorised by him.
(3) Any person may, with the special permission of the court, inspect the file.
(4) The right of inspection conferred by this rule is not exercisable in the case of documents, or parts of documents, as to which the court directs, either generally or specially, that they are not to be made open to inspection without the court's permission.
(5) An application under paragraph (4) for a direction of the court may be made by the special PPP administrator or by any party appearing to the court to have an interest.
(6) If, for the purpose of powers conferred by the 1986 Act, these Rules or the Insolvency Rules, the Secretary of State wishes to inspect the file of any PPP administration proceedings and requests the transmission of the file, the court shall comply with such request (unless the file is for the time being in use for the court's purposes).
(7) Paragraphs (2) and (3) of rule 54 apply in respect of the court's file of any proceedings as they apply in respect of court records.
Filing of Gazette notices and advertisements
57.
—(1) In any court in which PPP administration proceedings are pending, an officer of the court shall file a copy of every issue of the Gazette which contains an advertisement relating to those proceedings.
(2) Where there appears in a newspaper an advertisement relating to PPP administration proceedings pending in any court, the person inserting the advertisement shall file a copy of it in that court.
(3) The copy of the advertisement shall be accompanied by, or have endorsed on it, such particulars as are necessary to identify the proceedings and the date of the advertisement's appearance.
(4) An officer of any court in which PPP administration proceedings are pending shall from time to time file a memorandum giving the dates of, and other particulars relating to, any notice published in the Gazette, and any newspaper advertisements, which relate to proceedings so pending.
(5) The officer's memorandum shall be prime facie evidence that any notice or advertisement mentioned in it was duly inserted in the issue of the newspaper or the Gazette which is specified in the memorandum.
CHAPTER 5
COSTS AND DETAILED ASSESSMENT
Application of the Civil Procedure Rules
58.
Subject to provision to inconsistent effect made as follows in this Chapter, CPR Part 43 (scope of costs rules and definitions), Part 44 (general rules about costs), Part 45 (fixed costs), Part 47 (procedure for detailed assessment of costs and default provisions) and Part 48 (costs - special cases) shall apply to PPP administration proceedings with any necessary modifications.
Requirement to assess costs by the detailed procedure
59.
—(1) The amount of any costs, charges or expenses of any person which are payable out of the assets of the PPP company shall be decided by detailed assessment unless the special PPP administrator and the person entitled to payment agree to the contrary.
(2) In the absence of such agreement, the special PPP administrator may serve notice in writing requiring the person entitled to payment to commence detailed assessment proceedings in accordance with CPR Part 47 (procedure for detailed assessment of costs and default provisions) in the court to which the PPP administration proceedings are allocated.
(3) In any proceedings before the court, including proceedings on a petition, the court may order costs to be decided by detailed assessment.
(4) Nothing in this rule prevents the special PPP administrator from making payments on account to any person on the basis of an undertaking by that person to repay immediately any money which may, when detailed assessment is made, prove to have been overpaid, with interest at the rate specified in section 17 of the Judgments Act 1838[16] on the date payment was made and for the period from the date of payment to that of repayment.
Procedure where detailed assessment required
60.
—(1) Before making a detailed assessment of the costs of any person employed in PPP administration proceedings by a special PPP administrator, the costs officer shall require a certificate of employment, which shall be endorsed on the bill and signed by the special PPP administrator.
(2) The certificate shall include—
(a) the name and address of the person employed;
(b) details of the functions to be carried out under the employment; and
(c) a note of any special terms of remuneration which have been agreed.
(3) Every person whose costs in PPP administration proceedings are required to be decided by detailed assessment shall, on being required in writing to do so by the special PPP administrator, commence detailed assessment proceedings in accordance with CPR Part 47 (procedure for detailed assessment of costs and default provisions).
(4) If that person does not commence detailed assessment proceedings within 3 months of the requirement under paragraph (3), or within such further time as the court, on application, may permit, the special PPP administrator may deal with the assets of the PPP company without regard to any claim by that person, whose claim is forfeited by such failure to commence proceedings.
(5) Where in any such case such a claim lies additionally against a special PPP administrator in his personal capacity, that claim is also forfeited by such failure to commence proceedings.
Costs paid otherwise than out of the assets of the PPP company
61.
Where the amount of costs is decided by detailed assessment under an order of the court directing that the costs are to be paid otherwise than out of the assets of the PPP company, the costs officer shall note on the final costs certificate by whom, or the manner in which, the costs are to be paid.
Award of costs against special PPP administrator
62.
Without prejudice to any provision of the 1986 Act, the 1999 Act, the Insolvency Rules or these Rules by virtue of which the special PPP administrator is not in any event to be liable for costs and expenses, where a special PPP administrator is made a party to any proceedings on the application of another party to the proceedings, he shall not be personally liable for costs unless the court otherwise directs.
Applications for costs
63.
—(1) This rule applies where a party to, or person affected by, any PPP administration proceedings—
(a) applies to the court for an order allowing his costs, or part of them, incidental to the proceedings, and
(b) that application is not made at the time of the proceedings.
(2) The person concerned shall serve a sealed copy of his application on the special PPP administrator.
(3) The special PPP administrator may appear on the application.
(4) No costs of or incidental to the application shall be allowed to the applicant unless the court is satisfied that the application could not have been made at the time of the proceedings.
Costs and expenses of witnesses
64.
—(1) Except as directed by the court, no allowance as a witness in any examination or other proceedings before the court shall be made to an officer of the PPP company to which the PPP administration proceedings relate.
(2) A person presenting a petition in PPP administration proceedings shall not be regarded as a witness on the hearing of the petition, but the costs officer may allow his expenses of travelling and subsistence.
Final costs certificate
65.
—(1) A final costs certificate of the costs officer is final and conclusive as to all matters which have not been objected to in the manner provided for under the rules of the court.
(2) Where it is proved to the satisfaction of a costs officer that a costs certificate has been lost or destroyed, he may issue a duplicate.
CHAPTER 6
PERSONS INCAPABLE OF MANAGING THEIR AFFAIRS
Introductory
66.
—(1) The rules in this Chapter apply where in PPP administration proceedings it appears to the court that a person affected by the proceedings is one who is incapable of managing and administering his property and affairs either—
(a) by reason of a lack of capacity (within the meaning of the Mental Capacity Act 2005)[17]; or
(b) due to physical affliction or disability.
(2) The person concerned is referred to as "the incapacitated person".
Appointment of another person to act
67.
—(1) The court may appoint such person as it thinks fit to appear for, represent or act for the incapacitated person in Form PPP23.
(2) The appointment may be made either generally or for the purpose of any particular application or proceeding, or for the exercise of particular rights or powers which the incapacitated person might have exercised but for his incapacity.
(3) The court may make the appointment either of its own motion or on application by—
(a) a person who has been appointed by a court in the United Kingdom or elsewhere to manage the affairs of, or to represent, the incapacitated person; or
(b) any relative or friend of the incapacitated person who appears to the court to be a proper person to make the application; or
(c) the special PPP administrator.
(4) Application under paragraph (3) may be made without notice being served on any other party, but the court may require such notice of the application as it thinks necessary to be given to the person alleged to be incapacitated, or any other person, and may adjourn the hearing of the application to enable the notice to be given.
Affidavit in support of application
68.
An application under rule 67(3) shall be supported by an affidavit of a registered medical practitioner as to the mental or physical condition of the incapacitated person.
Service of notices following appointment
69.
Any notice served on, or sent to, a person appointed under rule 67 has the same effect as if it had been served on, or given to, the incapacitated person.
CHAPTER 7
APPEALS IN PPP ADMINISTRATION PROCEEDINGS
Appeals and reviews of PPP administration orders
70.
—(1) Every court having jurisdiction under the 1986 Act to wind up companies may review, rescind or vary any order made by it in the exercise of that jurisdiction.
(2) An appeal from a decision made in the exercise of that jurisdiction by a registrar of the High Court lies to a single judge of the High Court; and an appeal from a decision of that judge on such an appeal lies to the Court of Appeal.
Procedure on appeal
71.
—(1) Subject to paragraphs (2) and (3), the procedure and practice of the Supreme Court relating to appeals to the Court of Appeal apply to appeals in PPP administration proceedings.
(2) In relation to any appeal to a single judge of the High Court under Rule 70 above, any reference in the CPR to the Court of Appeal is replaced by a reference to that judge and any reference to the registrar of civil appeals is replaced by a reference to the registrar of the High Court who deals with PPP administration proceedings.
(3) In PPP administration proceedings, the procedure under CPR Part 52 (appeals to the Court of Appeal) is by an application in Form PPP20 and not by application notice.
CHAPTER 8
GENERAL
Principal court rules and practice to apply
72.
—(1) The CPR and the practice and procedure of the High Court (including any practice direction) apply to PPP administration proceedings, with necessary modifications, except so far as inconsistent with these Rules.
(2) All PPP administration proceedings shall be allocated to the multi-track for which CPR Part 29 (the multi-track) makes provision, accordingly those provisions of the CPR which provide for allocation questionnaires and track allocation will not apply.
Right of audience
73.
Rights of audience in PPP administration proceedings are the same as obtain in insolvency proceedings.
Right of attendance
74.
—(1) Subject as follows, in PPP administration proceedings, any person stating himself in writing, in records kept by the court for that purpose, to be a creditor or member of the PPP company is entitled, at his own cost, to attend in court or in chambers at any stage of the proceedings.
(2) Attendance may be by the person himself, or his solicitor.
(3) A person so entitled to attend may request the court in writing to give him notice of any step in the PPP administration proceedings; and, subject to his paying the costs involved and keeping the court informed as to his address, the court shall comply with the request.
(4) If the court is satisfied that the exercise by a person of his rights under this rule has given rise to costs for the assets of the PPP company which would not otherwise have been incurred and ought not, in the circumstances, to be paid out of those assets, the court may direct that the costs be paid by the person concerned, to an amount specified.
(5) Where the court makes a direction under paragraph (4) in relation to a person, the rights of that person under this rule shall be in abeyance so long as those costs are not paid.
(6) The court may appoint one or more persons to represent the creditors or the members of a PPP company, or any class of them, to have the rights conferred by this rule, instead of the rights being exercised by any or all of them individually.
(7) If two or more persons are appointed under paragraph (6) to represent the same interest, they must (if at all) instruct the same solicitor.
Special PPP administrator's solicitor
75.
Where in PPP administration proceedings the attendance of the special PPP administrator's solicitor is required, whether in court or in chambers, the special PPP administrator himself need not attend, unless directed by the court.
Formal defects
76.
No PPP administration proceedings shall be invalidated by any formal defect or by any irregularity, unless the court before which objection is made considers that substantial injustice has been caused by the defect or irregularity, and that the injustice cannot be remedied by any order of the court.
Affidavits
77.
—(1) Subject to the following paragraphs of this rule, the practice and procedure of the High Court with regard to affidavits, their form and contents, and the procedure governing their use, are to apply to all PPP administration proceedings.
(2) Where in PPP administration proceedings an affidavit is made by the special PPP administrator, the deponent shall state the capacity in which he makes it, the position which he holds and the address at which he works.
(3) Subject to paragraph (4), where these Rules provide for the use of an affidavit, a witness statement verified by a statement of truth may be used as an alternative.
(4) Paragraph (3) does not apply to rules 91 and 92.
(5) Where paragraph (3) applies, any form prescribed by rule 100 shall be modified accordingly.
Security in court
78.
—(1) Where security has to be given to the court (otherwise than in relation to costs), it may be given by guarantee, bond or the payment of money into court.
(2) A person proposing to give a bond as security shall give notice to the party in whose favour the security is required, and to the court, naming those who are to be sureties to the bond.
(3) The court shall forthwith give notice to the parties concerned of a venue for the execution of the bond and the making of any objection to the sureties.
(4) The sureties shall make an affidavit of their sufficiency (unless dispensed with by the party in whose favour the security is required) and shall, if required by the court, attend the court to be cross-examined.
Payment into court
79.
The CPR relating to payment into and out of court of money lodged in court as security for costs apply to money lodged in court under these Rules.
Further information and disclosure
80.
—(1) Any party to PPP administration proceedings may apply to the court for an order—
(a) that any other party—
(i) clarify any matter which is in dispute in the proceedings; or
(ii) give additional information in relation to any such matter,
in accordance with CPR Part 18 (further information); or
(b) to obtain disclosure from any other party in accordance with CPR Part 31 (disclosure and inspection of documents).
(2) An application under this rule may be made without notice being served on any other party.
Office copies of documents
81.
—(1) Any person who has under these Rules the right to inspect the court file of PPP administration proceedings may require the court to provide him with an office copy of any document from the file.
(2) A person's right under this rule may be exercised on his behalf by his solicitor.
(3) An office copy provided by the court under this rule shall be in such form as the registrar thinks appropriate, and shall bear the court's seal.
PART 7
PROXIES AND COMPANY REPRESENTATION
Definition of proxy
82.
—(1) For the purposes of these Rules, a proxy is an authority given by a person ("the principal") to another person ("the proxy-holder") to attend a meeting and speak and vote as his representative.
(2) Proxies are for use at creditors' or members' meetings summoned or called by the special PPP administrator under section 14(2)(b) of the 1986 Act or summoned by him pursuant to a direction made by the court under section 17(3)(b) of that Act.
(3) Only one proxy may be given by a person for any one meeting at which he desires to be represented; and it may only be given to one person, being an individual aged 18 years or over. But the principal may specify one or more other such individuals to be proxy-holder in the alternative, in the order in which they are named in the proxy.
(4) Without prejudice to the generality of paragraph (3), a proxy for a particular meeting may be given to whoever is to be the chairman of the meeting, and such chairman cannot decline to be the proxy-holder in relation to that proxy.
(5) A proxy requires the holder to give the principal's vote on matters arising for determination at the meeting, or to abstain, or to propose, in the principal's name, a resolution to be voted on by the meeting, either as directed or in accordance with the holder's own discretion.
Issue and use of forms of proxy
83.
—(1) When a notice is given of a meeting to be held in PPP administration proceedings and forms of proxy are sent out with the notice, no form so sent out with the notice shall have inserted in it the name or description of any person.
(2) No form of proxy shall be used at any meeting except that which is sent with the notice summoning the meeting, or a substantially similar form.
(3) A form of proxy in Form PPP24 shall be signed by the principal, or by some person authorised by him (either generally or with reference to a particular meeting).
(4) If the form of proxy is signed by a person other than the principal, the nature of the authority of that person shall be stated.
Use of proxies at meetings
84.
—(1) A proxy given for a particular meeting may be used at any adjournment of that meeting.
(2) Where the special PPP administrator holds proxies for use by him as chairman of a meeting, and some other person acts as chairman, that other person may use the proxies of the special PPP administrator as if he were himself proxy-holder.
(3) A proxy-holder may propose any resolution which, if proposed by another, would be a resolution in favour of which by virtue of the proxy he would be entitled to vote.
(4) Where a proxy gives specific directions as to voting, this does not, unless the proxy states otherwise, preclude the proxy-holder from voting at his discretion on resolutions put to the meeting which are not dealt with in the proxy.
Retention of proxies
85.
—(1) Subject to paragraph (2), proxies used for voting at any meeting shall be retained by the chairman of the meeting.
(2) The chairman shall deliver the proxies forthwith after the meeting to the special PPP administrator, where that is someone other than himself.
Right of inspection
86.
—(1) The special PPP administrator shall, so long as proxies lodged with him are in his hands, allow them to be inspected, at all reasonable times on any business day by—
(a) all creditors who have submitted in writing a claim to be creditors of the PPP company;
(b) that company's members, in the case of proxies used at a meeting of that company; and
(c) the directors of that company.
(2) The reference in paragraph (1) to creditors does not include a person whose claim has been wholly rejected for the purposes of voting, dividend or otherwise.
(3) Any person attending a meeting in PPP administration proceedings is entitled, immediately before or in the course of the meeting, to inspect proxies and associated documents (including proofs) sent or given, in accordance with directions contained in any notice convening the meeting, to the chairman of that meeting or to any other person by a creditor or member of the PPP company for the purpose of that meeting.
Proxy-holder with financial interest
87.
—(1) A proxy-holder shall not vote in favour of any resolution which would directly or indirectly place him, or any associate of his, in a position to receive any remuneration out of the assets of the PPP company, unless the proxy specifically directs him to vote in that way.
(2) Where a proxy-holder has signed the proxy as being authorised to do so by his principal and the proxy specifically directs him to vote in the way mentioned in paragraph (1), he shall nevertheless not vote in that way unless he produces to the chairman of the meeting written authorisation from his principal sufficient to show that the proxy-holder was entitled so to sign the proxy.
(3) This rule applies also to any person acting as chairman of a meeting and using proxies in that capacity under rule 84, and in its application to him, the proxy-holder is deemed an associate of his.
(4) In this rule "associate" shall have the same meaning as in section 435 of the 1986 Act.
Company representation
88.
—(1) Section 323 of the 2006 Act (representation of corporations at meetings) applies to a meeting of creditors called in PPP administration proceedings as to a meeting of the company (references to a member of the company being read as references to a creditor).
(2) Where a person is authorised under section 323 of the 2006 Act to represent a corporation at a meeting of creditors called in PPP administration proceedings, he shall produce to the chairman of the meeting a copy of the resolution from which he derives his authority.
(3) The copy resolution must be under the seal of the corporation, or certified by the secretary or a director of the corporation to be a true copy.
(4) Nothing in this rule requires the authority of a person to sign a proxy on behalf of a principal which is a corporation to be in the form of a resolution of that corporation.
PART 8
EXAMINATION OF PERSONS IN PPP ADMINISTRATION PROCEEDINGS
Application
89.
The rules in this Part relate to applications to the court, made by the special PPP administrator, for an order under section 236 (inquiry into company's dealings, etc) of the 1986 Act.
Form and contents of application
90.
—(1) The application shall be in writing, and be accompanied by a brief statement of the grounds on which it is made.
(2) The respondent must be sufficiently identified in the application.
(3) It shall be stated whether the application is for the respondent—
(a) to be ordered to appear before the court; or
(b) to be ordered to clarify any matter which is in dispute in the proceedings or to give additional information in relation to any such matter and if so CPR Part 18 (further information) shall apply to any such order; or
(c) to submit an affidavit (if so, particulars are to be given of the matters to which he is required to swear); or
(d) to produce books, papers or other records (if so, the items in question are to be specified),
or for any two or more of those purposes.
(4) The application may be made without notice being served on any other party.
Order for examination, etc
91.
—(1) The court may, whatever the purpose of the application, make any order which it has power to make under section 236.
(2) The court, if it orders the respondent to appear before it, shall specify a venue for his appearance, which shall be not less than 14 days from the date of the order.
(3) If he is ordered to submit affidavits, the order shall specify—
(a) the matters which are to be dealt with in his affidavits; and
(b) the time within which they are to be submitted to the court.
(4) If the order is to produce books, papers or other records, the time and manner of compliance shall be specified.
(5) The order must be served forthwith on the respondent; and it must be served personally, unless the court otherwise orders.
Procedure for examination
92.
—(1) At any examination of the respondent, the special PPP administrator may attend in person, or be represented by a solicitor with or without counsel, and may put such questions to the respondent as the court may allow.
(2) If the respondent is ordered to clarify any matter or to give additional information, the court shall direct him as to the questions which he is required to answer, and as to whether his answers (if any) are to be made on affidavit.
(3) Where an application has been made under section 236 on information provided by a creditor of the PPP company, that creditor may, with the permission of the court and if the special PPP administrator does not object, attend the examination and put questions to the respondent (but only through the special PPP administrator).
(4) The respondent may at his own expense employ a solicitor with or without counsel, who may put to him such questions as the court may allow for the purpose of enabling him to explain or qualify any answers given by him, and may make representations on his behalf.
(5) There shall be made in writing such record of the examination as the court thinks proper. The record shall be read over either to or by the respondent and signed by him at a venue fixed by the court.
(6) The written record may, in any proceedings (whether under the 1986 Act or otherwise), be used as evidence against the respondent of any statement made by him in the course of his examination.
Record of examination
93.
—(1) Unless the court otherwise directs, the written record of the respondent's examination, and any response given by him to any order under CPR Part 18 (further information), and any affidavits submitted by him in compliance with an order of the court under section 236, shall not be filed in court.
(2) The written record, responses and affidavits shall not be open to inspection, without an order of the court, by any person other than the special PPP administrator.
(3) Paragraph (2) applies also to so much of the court file as shows the grounds of the application for an order under section 236 and to any copy of any order sought under CPR Part 18.
(4) The court may from time to time give directions as to the custody and inspection of any documents to which this rule applies, and as to the furnishing of copies of, or extracts from, such documents.
Costs of proceedings under section 236
94.
—(1) Where the court has ordered an examination of a person under section 236, and it appears to it that the examination was made necessary because information had been unjustifiably refused by the respondent, it may order that the costs of the examination be paid by him.
(2) Where the court makes an order against a person under section 237(1) or section 237(2) (court's enforcement powers under section 236) of the 1986 Act, the costs of the application for the order may be ordered by the court to be paid by the respondent.
(3) Subject to paragraphs (1) and (2), the special PPP administrator's costs shall, unless the court otherwise orders, be paid out of the assets of the PPP company.
(4) A person summoned to attend for examination under this Part shall be tendered a reasonable sum in respect of travelling expenses incurred in connection with his attendance. Other costs falling on him are at the court's discretion.
PART 9
MISCELLANEOUS AND GENERAL
Power of Secretary of State to regulate certain matters
95.
—(1) Pursuant to paragraph 27 of Schedule 8 to the 1986 Act, the Secretary of State may, subject to the 1986 Act, the 1999 Act and these Rules, make regulations with respect to any matter provided for in these Rules as relates to the carrying out of the functions of a special PPP administrator of a PPP company.
(2) Regulations made pursuant to paragraph (1) may—
(a) confer discretion on the court;
(b) make non-compliance with any of the regulations a criminal offence;
(c) make different provision for different cases, including different provision for different areas; and
(d) contain such incidental, supplemental and transitional provisions as may appear to the Secretary of State necessary or expedient.
Notices
96.
—(1) All notices required or authorised by or under the 1986 Act or these Rules to be given must be in writing, unless it is otherwise provided, or the court allows the notice to be given in some other way.
(2) Where in any PPP administration proceedings a notice is required to be sent or given by the special PPP administrator, the sending or giving of it may be proved by means of a certificate by him, or his solicitor, or a partner or an employee of either of them, that the notice was duly posted.
(3) In the case of a notice to be sent or given by a person other than the special PPP administrator, the sending or giving of it may be proved by means of a certificate by that person that he posted the notice, or instructed another person (naming him) to do so.
(4) A certificate under this rule may be endorsed on a copy or specimen of the notice to which it relates.
Quorum at creditors' meetings
97.
—(1) Any meeting of creditors called or summoned by a special PPP administrator is competent to act if a quorum is present.
(2) Subject to paragraph (3), a quorum is at least one creditor entitled to vote.
(3) For the purposes of this rule, the reference to the creditor necessary to constitute a quorum is to those persons present or represented by proxy by any person (including the chairman) and includes persons duly represented under section 323 (representation of corporations at meetings) of the 2006 Act as applied by rule 88(1).
(4) Where at any meeting of creditors—
(a) the provisions of this rule as to a quorum being present are satisfied by the attendance of—
(i) the chairman alone; or
(ii) one other person in addition to the chairman; and
(b) the chairman is aware, by virtue of proofs and proxies received or otherwise, that one or more additional persons would, if attending, be entitled to vote,
the meeting shall not commence until at least the expiry of 15 minutes after the time appointed for its commencement.
Evidence of proceedings at meeting
98.
—(1) A minute of proceedings at a meeting (held under the 1986 Act or these Rules) of the creditors or the members of a PPP company called or summoned by the special PPP administrator, signed by a person describing himself as, or appearing to be, the chairman of that meeting is admissible in PPP administration proceedings without further proof.
(2) The minute is prime facie evidence that—
(a) the meeting was duly convened and held;
(b) all resolutions passed at the meeting were duly passed; and
(c) all proceedings at the meeting duly took place.
Documents issuing from Secretary of State
99.
—(1) Any document purporting to be, or to contain, any order, directions or certificate issued by the Secretary of State shall be received in evidence and deemed to be or (as the case may be) contain that order or certificate, or those directions, without further proof, unless the contrary is shown.
(2) Paragraph (1) applies whether the document is signed by the Secretary of State himself or an officer on his behalf.
(3) Without prejudice to the foregoing, a certificate signed by the Secretary of State or an officer on his behalf and confirming—
(a) the making of an order;
(b) the issuing of any document; or
(c) the exercise of any discretion, power or obligation arising or imposed under the 1986 Act, the 1999 Act or these Rules,
is conclusive evidence of the matters dealt with in the certificate.
Forms for use in PPP administration proceedings
100.
—(1) The forms contained in the Schedule to these Rules shall be used in, and in connection with, PPP administration proceedings.
(2) The forms shall be used with such variations, if any, as the circumstances may require.
Special PPP administrator's security
101.
—(1) Wherever under the 1999 Act or these Rules any person has to appoint, or proposes the appointment of, a person to the office of special PPP administrator, he is under a duty to satisfy himself that the person appointed or to be appointed has security for the proper performance of his functions.
(2) In any PPP administration proceedings the cost of the special PPP administrator's security shall be defrayed as an expense of the proceedings.
Time-limits
102.
—(1) The provisions of CPR rule 2.8 (time) apply, as regards computation of time, to anything required or authorised to be done by these Rules.
(2) The provisions of CPR rule 3.1(2)(a) (the court's general powers of management) apply so as to enable the court to extend or shorten the time for compliance with anything required or authorised to be done by these Rules.
Service by post
103.
—(1) For a document to be properly served by post, it must be contained in an envelope addressed to the person on whom service is to be effected, and pre-paid for first class post.
(2) A document to be served by post may be sent to the last known address of the person to be served.
(3) Where a document is served by post, the document is treated as served on the second business day after the date of posting unless the contrary is shown.
(4) The date of posting is presumed, unless the contrary is shown, to be the date shown in the post-mark on the envelope in which the document is contained.
General provisions as to service and notice
104.
Subject to rules 103, 105(1) and 117, CPR Part 6 (service of documents) applies as regards any matter relating to the service of documents and the giving of notice in PPP administration proceedings.
Service outside the jurisdiction
105.
—(1) Section 3 of CPR Part 6 (special provisions about service out of the jurisdiction) does not apply in PPP administration proceedings.
(2) Where for the purposes of PPP administration proceedings any process or order of the court, or other document, is required to be served on a person who is not in England and Wales, the court may order service to be effected within such time, on such person, at such place and in such manner as it thinks fit, and may also require such proof of service as it thinks fit.
(3) An application under this rule shall be supported by an affidavit stating—
(a) the grounds on which the application is made; and
(b) in what place or country the person to be served is, or probably may be found.
Confidentiality of documents
106.
—(1) Where in PPP administration proceedings the special PPP administrator considers, in the case of a document forming part of the records of the proceedings, that—
(a) it should be treated as confidential; or
(b) it is of such a nature that its disclosure would be calculated to be injurious to the interests of the creditors or members of a PPP company,
he may decline to allow it to be inspected by a person who would otherwise be entitled to inspect it.
(2) Where under this rule the special PPP administrator determines to refuse inspection of a document, the person wishing to inspect it may apply to the court for that determination to be overruled; and the court may either overrule it altogether, or sustain it subject to such conditions (if any) as it thinks fit to impose.
(3) Nothing in this rule entitles the special PPP administrator to decline to allow the inspection of any claim or proxy.
Notices sent simultaneously to the same person
107.
Where under the 1986 Act, the 1999 Act or these Rules a document of any description is to be sent to a person (whether or not as a member of a class of persons to whom that same document is to be sent), it may be sent as an accompaniment to any other document or information which the person is to receive, with or without modification or adaptation of the form applicable to that document.
Right to copy documents
108.
—(1) Where under the 1986 Act or these Rules a person has a right to inspect documents, the right includes that of taking copies of those documents, on payment—
(a) in the case of documents on the court's file of proceedings, of the fee chargeable under any order made under section 92 of the Courts Act 2003[18]; and
(b) otherwise, of the appropriate fee.
Charge for copy documents
109.
Where in PPP administration proceedings the special PPP administrator is requested by a creditor or member to supply copies of any documents, he is entitled to require the payment of the appropriate fee in respect of the supply of the documents.
Non-receipt of notice of meeting
110.
Where in accordance with the 1986 Act or these Rules a meeting of creditors is called or summoned by notice, the meeting is presumed to have been duly summoned and held, notwithstanding that not all those to whom the notice is to be given have received it.
Right to have list of creditors
111.
—(1) In any PPP administration proceedings a creditor who under these Rules has the right to inspect documents on the court file also has the right to require the special PPP administrator to furnish him with a list of the creditors of the PPP company and the amounts of their respective debts.
This does not apply if a statement of the PPP company's affairs has been filed in court.
(2) The special PPP administrator, on being required by any person to furnish that list, shall send it to him, but is entitled to charge the appropriate fee for doing so.
False claim of status as creditor or member
112.
—(1) Where these Rules provide for creditors or members of a PPP company a right to inspect any documents, whether on the court's file or in the hands of the special PPP administrator or other person, it is an offence for a person, with the intention of obtaining a sight of documents which he has not under these Rules any right to inspect, falsely to claim a status which would entitle him to inspect them.
(2) A person guilty of an offence under this rule is liable—
(a) in summary proceedings, to a maximum of six months' imprisonment or a fine of the statutory maximum, or both;
(b) on indictment, to two years' imprisonment or a fine, or both.
The Gazette
113.
—(1) A copy of the Gazette containing any notice required by the 1986 Act or these Rules to be gazetted is evidence of any fact stated in the notice.
(2) In the case of an order of the court notice of which is required by the 1986 Act or these Rules to be gazetted, a copy of the Gazette containing the notice may in any proceedings be produced as conclusive evidence that the order was made on the date specified in the notice.
(3) Where an order of the court which is gazetted has been varied, and where any matter has been erroneously or inaccurately gazetted, the person whose responsibility it was to procure the requisite entry in the Gazette shall forthwith cause the variation of the order to be gazetted or, as the case may be, a further entry to be made in the Gazette for the purpose of correcting the error or inaccuracy.
Punishment of offences
114.
Section 431 (summary proceedings) of the 1986 Act, as it applies to England and Wales, has effect in relation to offences under these Rules as to offences under that Act.
PART 10
INTERPRETATION AND APPLICATION
Introductory
115.
This Part of these Rules has effect for their interpretation and application; and any definition given in this Part applies except in so far as the context otherwise requires.
"The court"; "the registrar"
116.
—(1) Anything to be done in PPP administration proceedings by, to or before the court may be done by, to or before a judge or the registrar.
(2) The registrar may authorise any act of a formal or administrative character which is not by statute his responsibility to be carried out by the chief clerk or any other officer of the court acting on his behalf, in accordance with directions given by the Lord Chancellor.
(3) In PPP administration proceedings, "the registrar" means—
(a) where the proceedings are in the District Registry of Birmingham, Bristol, Caernarfon, Cardiff, Leeds, Liverpool, Manchester, Mold, Newcastle-upon-Tyne or Preston, the District Judge; and
(b) in all other cases, a Registrar in Bankruptcy of the High Court.
"Give notice" etc.
117.
—(1) A reference in these Rules to giving notice means that the notice may be sent by post or by any means of electronic communication that is received, or readily accessible by the person to whom it is sent, in legible form.
(2) A reference in these Rules to delivering, sending or serving any document means that the document may be sent by post, unless under a particular rule personal service is expressly required.
(3) Personal service of a document is permissible in all cases.
(4) Notice of the venue fixed for an application may be given by service of the sealed copy of the application under rule 41(3).
Notice, etc. to solicitors
118.
Where in PPP administration proceedings a notice or other document is required or authorised to be given to a person, it may, if he has indicated that his solicitor is authorised to accept service on his behalf, be given instead to the solicitor.
Notice to joint special PPP administrators
119.
Where 2 or more persons are acting jointly as the special PPP administrator in any proceedings, delivery of a document to one of them is to be treated as delivery to them all.
"Petition"
120.
"Petition" means a petition for a PPP administration order to be made in relation to a PPP company.
"Venue"
121.
References to the "venue" for any proceedings or attendance before the court, or for a meeting, are to the time, date and place for the proceedings, attendance or meeting.
"PPP administration proceedings"
122.
"PPP administration proceedings" means any proceedings under sections 220 to 224 of, and Schedule 14 to, the 1999 Act.
"The appropriate fee"
123.
"The appropriate fee" means 15 pence per A4 or A5 page and 30 pence per A3 page.
Expressions used generally
124.
—(1) "File in court" means deliver to the court for filing.
(2) "The Gazette" means The London Gazette.
(3) "Business day" means any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday in any part of Great Britain under or by virtue of the Banking and Financial Dealings Act 1971[19].
Application and transitional provision
125.
—(1) These Rules apply to PPP administration proceedings which—
(a) commenced on or after the date on which these Rules come into force; or
(b) commenced before that date but which are still in progress on that date, insofar as anything falling to be done under these Rules can be done under them on or after that date.
(2) Except as provided for in these Rules, nothing contained in the Insolvency Rules shall apply to such proceedings.
(3) Where, in relation to PPP administration proceedings to which paragraph (1)(b) applies, an act has been performed before the date on which these Rules come into force which, had it been performed on or after that date, would satisfy a requirement of these Rules, that act may be taken to satisfy that requirement.
Signed
Jack Straw
The Lord Chancellor
29th October 2007
I concur, by the authority of the Lord Chief Justice
Andrew Morritt
The Chancellor of the High Court
30th October 2007
I concur, by the authority of the Secretary of State for Transport
Signed by authority of the Secretary of State for Transport
Rosie Winterton
Minister of State Department for Transport
31st October 2007
SCHEDULERule 100
FORMS
Index
|
FORM NO |
TITLE |
|
PPP1 |
Petition for PPP administration order |
|
PPP2 |
Consent of special PPP administrator |
|
PPP3 |
Affidavit of service of petition for PPP administration order |
|
PPP4 |
PPP administration order |
|
PPP5 |
Notice to special PPP administrator of PPP administration order |
|
PPP6 |
Notice of PPP administration order (for newspaper and London Gazette) |
|
PPP7 |
Notice of PPP administration order |
|
PPP8 |
Notice of PPP administration order to the registrar of companies |
|
PPP9 |
Notice of discharge of PPP administration order |
|
PPP10 |
Notice requiring preparation and submission of PPP administration statement of affairs |
|
PPP11 |
Statement of affairs |
|
PPP12 |
Affidavit of concurrence |
|
PPP13 |
Statement of special PPP administrator's proposals |
|
PPP14 |
Statement of special PPP administrator's revised proposals |
|
PPP15 |
Notice of meetings in PPP administration proceedings |
|
PPP16 |
Notice of order to deal with charged property |
|
PPP17 |
Special PPP administrator's abstract of receipts and payments |
|
PPP18 |
Notice to court of special PPP administrator's resignation under rule 36(1) |
|
PPP19 |
Notice to court of special PPP administrator's resignation under rule 36(2) |
|
PPP20 |
Application |
|
PPP21 |
Appointment of shorthand writer |
|
PPP22 |
Declaration by shorthand writer |
|
PPP23 |
Order appointing person to act for incapacitated person |
|
PPP24 |
Proxy |
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EXPLANATORY NOTE
(This note is not part of the Rules)
These Rules set out the procedure for the conduct of PPP administration proceedings. PPP administration is a special insolvency regime specifically created for the companies providing services under a public-private partnership agreement or "PPP agreement", as defined by section 210(1) of the Greater London Authority Act 1999 (c.29) ("the 1999 Act"). These companies are defined as "PPP companies" by section 210(5) of the 1999 Act.
The framework for the PPP administration regime is set out in sections 220 to 224 of, and Schedules 14 and 15 to, the 1999 Act. Schedule 14 applies with modifications certain provisions of the Insolvency Act 1986 (c.45) including Part 2 of that Act which, prior to 15 September 2003, governed administration proceedings in relation to most companies. From that date, section 248 of the Enterprise Act 2002 (c.40) repealed Part 2 and replaced it with a new Schedule 1B to govern administration proceedings in relation to such companies. However, section 249 of the Enterprise Act 2002 effectively preserves Part 2 insofar as it applies to certain types of company, including PPP companies.
The PPP administration process is commenced by an application to court for a PPP administration order. Such an application can be made by the Mayor of London (or Transport for London acting as his agent).
A person appointed to manage the affairs, business and property of the PPP company is defined in paragraph 21(2) of Schedule 14 to the 1999 Act as a special PPP administrator.
These Rules are based upon the provisions of the Insolvency Rules 1986 (S.I. 1986/1925) but are a stand alone set of rules applicable only to PPP administration proceedings.
Part 1 of these Rules contains the construction and interpretation provisions.
Part 2 of these Rules sets out the procedure to be followed to initiate PPP administration proceedings, including the information which must be included in a petition for a PPP administration order and how much and to whom notice of that petition must be given. It also contains provisions on the notification and advertisement of a special PPP administrator's appointment.
Part 3 of these Rules details the initial steps to be taken in PPP administration proceedings. These include the preparation of a statement of the PPP company's affairs and the provision of information to creditors as to the special PPP administrator's proposals.
Part 4 of these Rules governs the conduct of creditors' and members' meetings called by the special PPP administrator during PPP administration proceedings.
Part 5 of these Rules contains provisions relating to the special PPP administrator, including how his remuneration shall be fixed by the court and the procedures to be followed where the special PPP administrator resigns or dies.
Part 6 of these Rules contains general provisions detailing the court procedure and practice for PPP administration proceedings. In particular this Part sets out the general requirements for court applications made during a PPP administration, the cost assessment procedure for PPP administration proceedings and the appeals process to be used in PPP administration proceedings.
Part 7 of these Rules contains provisions for the use of proxies at creditors' or members' meetings held during a PPP administration, including the rights of inspection of such proxies and the procedure to be followed where a proxy-holder has a financial interest in the outcome of a resolution to be voted on at the meeting.
Part 8 of these Rules sets out the provision for the examination of persons where an application to court has been made by a PPP administrator under section 236 of the Insolvency Act 1986. Section 236 allows a special PPP administrator to apply to court for an order requiring certain persons to appear before the court to be questioned by the special PPP administrator about the PPP company.
Part 9 of these Rules contains miscellaneous provisions, including provisions relating to the punishment of contraventions of these Rules.
Part 10 of these Rules contains further interpretation and application provisions, including a transitional provision.
The Schedule to these Rules contains the forms that are to be used in PPP administration proceedings.
A full regulatory impact assessment has not been produced for this instrument as no impact on the private or voluntary sectors is foreseen.
Notes:
[1]
1986 c. 45. Section 411 was amended by S.I. 2002/1037 and the Constitutional Reform Act 2005 (c.4), section 15(1) and Schedule 4.back
[2]
1999 c. 29.back
[3]
Section 413 was amended by the Constitutional Reform Act 2005, section 15(1) and Schedule 4 and by other enactments which are not relevant to these Rules.back
[4]
1985 c.6.back
[5]
2006 c.46.back
[6]
S.I. 1998/3132 as amended by S.I. 1999/1008, 2000/221, 940, 1317 and 2092, 2001/256, 1388, 1769, 2792, 4015 and 4016, 2002/2058 and 3219, 2003/364, 1242, 1329, 2113 and 3361, 2004/1306, 2072, 3129 and 3419, 2005/352, 617, 656, 2292 and 3515, 2006/1689, 2805, 3132 and 3435 and 2007/1655 and 2204.back
[7]
S.I. 1986/1925 as amended by S.I. 1987/1919, 1989/397, 1990/2484, 1991/495, 1993/602, 1995/586, 1998/1129, 1999/359 and 1022, 2001/763 and 3649, 2002/1307 and 2712, 2003/1730, 2004/584 and 1070, 2005/527, 617 and 2114, 2006/1272 and 2007/1974.back
[8]
2002 c.40.back
[9]
Section 691(1) was amended by S.I. 2000/3373 and 2002/912.back
[10]
Section 718 was amended by S.I. 2001/1228 and by other enactments which are not relevant to these Rules.back
[11]
Section 124A was inserted by the Companies Act 1989 (c.40), section 60(3). Section 124A was amended by the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27), section 25(1) and Schedule 2, and by S.I. 2001/3649, article 305.back
[12]
2000 c.8.back
[13]
1979 c.37.back
[14]
1987 c.22.back
[15]
Schedule 3 to S.I. 2007/2194 contains transitional provisions and savings relating to provisions (and repeals) in the 2006 Act which are brought into force by that Order. These include provisions and savings relating to company meetings.back
[16]
1838 c. 110 (1 & 2 Vict.). Section 17 was amended by S.I. 1993/564, article 2 and 1998/2940, article 3 and by other enactments which are not relevant to these Rules.back
[17]
2005 c.9.back
[18]
2003 c. 39.back
[19]
1971 c. 80.back
ISBN
978 0 11 078928 6
| © Crown copyright 2007 |
Prepared
7 November 2007
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URL: http://www.bailii.org/uk/legis/num_reg/2007/20073141.html
