PART 2: PART 2: RECEIVERSHIP
Chapter 1 Chapter 1 — General
152. Appointment and powers of receivers and administrative receivers(1) Where a Company grants a person powers contained in an instrument to appoint an Office-holder to get in and sell any part of its property and to apply the proceeds in reduction of a debt due to that other person, the Office-holder, once appointed, shall be a "receiver" and shall be subject to these Regulations in his performance of that function.(2) A receiver may be appointed under, and has all of the powers conferred upon him by, such instrument, save as provided in these Regulations.(3) In these Regulations, "administrative receiver" means a receiver appointed under powers contained in an instrument which constitutes a qualifying charge, in respect of the property of a Company which consists of the whole or substantially the whole of the property of that Company, or who would be such a receiver but for the appointment of some other person as the receiver of part of that Company's property. An administrative receiver has, in addition to the powers contained in the instrument appointing him in accordance with subsection (1), the powers set out in Schedule 3 (Powers of Administrative Receiver).(4) In Schedule 3 (Powers of Administrative Receiver), references to the property of the Company are to the property of which the administrative receiver is, but for the appointment of some other person as the receiver of part of the Company's property, the administrative receiver.(5) The document appointing a person as a receiver of a Company's property —(a) must fix the amount to be paid by way of remuneration to the person who has been appointed receiver or provide the basis on which the amount of remuneration will be determined; and(b) is of no effect until it is accepted by the receiver in writing.(6) A receiver or administrative receiver appointed over property of a Company in the Abu Dhabi Global Market must be a person who is licensed as an insolvency practitioner under the Commercial Licensing Regulations 2015.(7) Where the appointment of a person as the receiver of a Company's property under powers contained in an instrument is discovered to be invalid (whether by virtue of the invalidity of the instrument or otherwise) the Court may order the person by whom or on whose behalf the appointment was made to indemnify the person appointed against any liability which arises solely by reason of the invalidity of the appointment.(8) The holder of a qualifying charge in respect of a Company's property may not appoint an administrative receiver of the Company except in the following circumstances —(a) in pursuance of an agreement which is or forms part of a capital market arrangement provided that —(i) a party incurs or, when the agreement was entered into, was expected to incur under the arrangement a debt of at least $50 million; and(ii) such arrangement involves the issue of a capital market investment; or(b) in relation to a project company of a project which includes step-in rights and is a financed project; or(c) in relation to such additional circumstances as the Board may by rules designate from time to time.
Chapter 2 Chapter 2 — Provisions applicable to receivership and administrative receivership
153. Notification that receiver has been appointed(1) When a receiver of any property of a Company has been appointed, every invoice, order for goods or services or business letter (whether in hard copy, electronic, or any other form) issued by or on behalf of the Company and all of the Company's websites, shall contain a statement that a receiver has been appointed.(2) If default is made in complying with subsection (1), the Company and any officer of the Company who knowingly and wilfully authorises or permits the default commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.
154. Liability for Contracts(1) A receiver is —(a) personally liable on any contract entered into by him in the performance of his functions (except in so far as the contract otherwise provides) and on any contract of employment adopted by him in the performance of those functions; and(b) entitled in respect of that liability to an indemnity out of the assets.(2) For the purposes of subsection (1), the receiver is not to be taken to have adopted a contract of employment by reason of anything done or omitted to be done within fourteen (14) days after his appointment.(3) Subsection (1) does not limit any right to indemnity which the receiver would have apart from that subsection, nor limit the receiver's liability on contracts entered into without authority, nor confer any right to indemnity in respect of that liability.
155. Distribution of moneys(1) Subject to Section 170 (Power to dispose of charged property), any moneys received by the receiver shall be applied in the following order of priority —(a) in satisfaction of all costs and expenses incurred by any receiver and of all remuneration due to any receiver;(b) in payment of any debts or claims secured by a security, having priority to the security by virtue of which the receiver was appointed;(c) in payment of any debts or claims secured by the security by virtue of which the receiver was appointed; and(d) in payment of the surplus (if any) to the Company or person who is otherwise entitled to the property.
156. Duties of receiver(1) A receiver shall —(a) act in good faith in carrying out his functions;(b) manage any property of the Company with due diligence; and(c) when exercising a power of sale of property of the Company, use reasonable care to obtain the best price reasonably obtainable in the circumstances.(2) A receiver is not obliged to act in accordance with subsection (1)(b) where to do so would prejudice the interests of the persons by whom or on whose behalf he was appointed.
157. Accounts(1) The receiver shall —(a) within two (2) months after the end of twelve (12) months from the date of his appointment, and after every subsequent period of twelve (12) months; and(b) within two (2) months after he ceases to act as receiver,send to the Registrar, to the Company and to the person by whom he was appointed, accounts detailing his receipts and payments as receiver.(2) The accounts are to be in the form of an abstract showing —(a) receipts and payments during the relevant period of twelve (12) months; or(b) where the receiver has ceased to act, receipts and payments during the period from the end of the last twelve (12) month period to the time when he so ceased (alternatively, if there have been no previous accounts, receipts and payments in the period since his appointment as receiver).(3) A receiver who makes default in complying with this Section commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.
158. Application to Court for directions(1) A receiver of the property of a Company appointed under powers contained in an instrument, or the persons by whom or on whose behalf a receiver has been so appointed, may apply to the Court for directions in relation to any particular matter arising in connection with the performance of the functions of the receiver.(2) On such an application under subsection (1), the Court may give such directions, or may make such order declaring the rights of persons before the Court or otherwise, as it thinks just.
159. Vacation of office(1) A receiver of a Company may at any time be removed from office by order of the Court (but not otherwise) and may resign his office by giving notice of his resignation in the manner prescribed in subsection (4).(2) A receiver must vacate office if he ceases to be licensed as an insolvency practitioner under Part 9 (Insolvency Practitioners).(3) At the time a receiver vacates office —(a) his remuneration and any expenses properly incurred by him; and(b) any indemnity to which he is entitled out of the assets of the Company,shall be paid out of any property of the Company which is in his custody or under his control at that time, in priority to any security interest held by the person by or on whose behalf he was appointed.(4) Before resigning or otherwise vacating his office a receiver shall give at least seven (7) days' notice of his intention to do so to —(a) the person by whom he was appointed; and(b) the Company or any liquidator appointed to it.(5) A notice given under subsection (4) shall specify the date on which the receiver intends his resignation to take effect.(6) When a receiver vacates office in accordance with this Section he shall, within fourteen (14) days after his vacation of office, send a notice to that effect to the Registrar.(7) If a receiver without reasonable excuse fails to comply with subsections (2) or (6), he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.
Chapter 3 Chapter 3 — Provisions applicable to administrative receivers only
160. Agent of the Company
The administrative receiver of a Company is deemed to be the Company's agent, unless and until the Company goes into liquidation.
161. Committee of creditors(1) When a meeting of creditors is summoned under Section 171(2) (Meeting of creditors), the meeting may, if it thinks fit, establish a committee of creditors to exercise the functions conferred on it by or under these Regulations.(2) If such a creditors' committee is established —(a) the relevant provisions of Schedule 7 (Creditors' Committees) shall apply; and(b) the creditors' committee may, on giving not less than seven (7) days' notice, require the administrative receiver to attend before it at any reasonable time and furnish it with such information relating to the carrying out by him of his functions as it may reasonably require.
162. Notice and advertisement of appointment(1) When an administrative receiver is appointed, he shall —(a) within seven (7) days of his appointment, give notice of his appointment to the Company and to the Registrar;(b) within twenty-eight (28) days of his appointment, send a notice of his appointment to the creditors of the Company (so far as he is aware of their addresses).(2) The administrative receiver must also publish in the Abu Dhabi Global Market, in such manner as he thinks appropriate, the following information —(a) that an administrative receiver has been appointed;(b) the registered name of the Company, as at the date of the appointment, and its registered number;(c) any other name with which the Company has been registered in the twelve (12) months preceding that date;(d) any name under which the Company has traded at any time in those twelve (12) months, if substantially different from its then registered name;(e) the name and address of the administrative receiver and the date of his appointment;(f) the name of the person by whom the appointment was made;(g) the date of the instrument conferring the power under which the appointment was made, and a brief description of the instrument;(h) the nature of the business of the Company; and(i) a brief description of the assets of the Company to which the administrative receiver has been appointed.(3) If the administrative receiver without reasonable excuse fails to comply with this Section, he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.
163. No duty to enquire as to power of administrative receiver
A person dealing with an administrative receiver in good faith and for value is not concerned to enquire whether the administrative receiver is acting within his powers.
164. Notice requiring Statement of Affairs(1) An administrative receiver may require a Statement of Affairs to be made out and submitted to him. Where an administrative receiver determines that it is required, he shall send notice to each relevant person whom he determines appropriate requiring him or them to prepare and submit a statement of the Company's affairs.(2) The notice shall inform each of the relevant persons of —(a) the names and addresses of all others (if any) to whom the same notice has been sent;(b) the time within which the statement must be delivered;(c) the effect of Section 165(5) (Statement of Company's affairs); and(d) the application to him, and each other relevant person, of Section 255 (Duty to co-operate with Office-holder).(3) The administrative receiver shall furnish each relevant person to whom he has sent notice in the prescribed form with the forms required for the preparation of the Statement of Affairs.(4) For the purposes of subsection (1) above "relevant person" means —(a) a person who is or has been an officer of the Company;(b) a person who took part in the formation of the Company during the period of one year ending with the date on which the Company enters administrative receivership;(c) a person employed by the Company during that period; and(d) a person who is or has been during that period an officer or employee of a Company which is or has been during that year an officer of the Company.(5) For the purposes of subsection (4) a reference to employment is a reference to employment through a contract of employment or a contract for services.
165. Statement of Company's affairs(1) The Statement of Affairs must —(a) be verified by a statement of truth by each relevant person in accordance with the Civil Procedure Rules;(b) be in the prescribed form containing all the particulars required by that form;(c) give particulars of the Company's property, debts and liabilities;(d) give the names and addresses of the Company's creditors;(e) specify the security held by each creditor;(f) give the date on which each security was granted; and(g) contain such other information as may be prescribed.(2) A person required to submit a Statement of Affairs under Section 164(1) (Notice requiring Statement of Affairs) must do so before the end of the period of 21 days beginning with the day after that on which the prescribed notice of the requirement is given to him by the administrative receiver.(3) The administrative receiver may —(a) release a person from a requirement to provide a Statement of Affairs under Section 164(1) (Notice Requiring Statement of Affairs); or(b) extend the period specified in subsection (2) (whether before or after expiry).(4) If the administrative receiver refuses to act under subsection (3), the Court, if it thinks fit, may exercise it.(5) If a person fails without reasonable excuse to comply with this Section, he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.
166. Verification and filing(1) The administrative receiver of a Company may require any relevant person to submit a statement of concurrence in the prescribed form stating that he concurs in the Statement of Affairs. Where the administrative receiver of a Company does so, he shall inform each person making the Statement of Affairs of that fact.(2) The Statement of Affairs shall be delivered by the relevant person or persons making the statement of truth, together with a copy, to the administrative receiver of the Company. The relevant person or persons shall also deliver a copy of the Statement of Affairs to all those persons whom the administrative receiver of the Company has required to make a statement of concurrence.(3) A person required to submit a statement of concurrence shall do so before the end of the period of five (5) business days (or such other period as the administrative receiver of the Company may agree) beginning with the day on which the Statement of Affairs being concurred with is received by him.(4) A statement of concurrence may be qualified in respect of matters dealt with in the Statement of Affairs, where the maker of the statement of concurrence is not in agreement with the relevant person or persons, or he considers the Statement of Affairs to be erroneous or misleading, or he is without the direct knowledge necessary for concurring with it.(5) Every statement of concurrence shall be verified by a statement of truth and be delivered to the administrative receiver of the Company by the person who makes it, together with a copy of it.(6) Subject to Section 167 (Limited disclosure), the administrative receiver of a Company shall as soon as reasonably practicable send to the Registrar a copy of the Statement of Affairs and any statement of concurrence.
167. Limited disclosure(1) Where the administrative receiver of a Company thinks that it would prejudice the conduct of the administrative receivership or might reasonably be expected to lead to violence against any person for the whole or part of the statement of the Company's 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 such application, order that the statement or, as the case may be, the specified part of it, shall not be filed with the Registrar.(3) The administrative receiver of a Company shall as soon as reasonably practicable send to the Registrar a copy of the order and the Statement of Affairs (to the extent provided by the order) and any statement of concurrence.(4) If a creditor seeks disclosure of a Statement of Affairs or a specified part of it in relation to which an order has been made under this Section, he may apply to the Court for an order that the administrative receiver of a Company disclose it or a specified part of it. The application shall be supported by written evidence in the form of a witness statement.(5) The applicant shall give the administrative receiver of a Company notice of his application at least three (3) business days before the hearing.(6) The Court may make any order for disclosure subject to any conditions as to confidentiality, duration, the scope of the order in the event of any change of circumstances, or other matters as it sees just.(7) If there is a material change in circumstances rendering the limit on disclosure or any part of it unnecessary, the administrative receiver of a Company shall, as soon as reasonably practicable after the change, apply to the Court for the order or any part of it to be rescinded.(8) The administrative receiver of a Company shall, as soon as reasonably practicable after the making of an order under subsection (7), file with the Registrar a copy of the Statement of Affairs to the extent provided by the order.(9) The provisions of the Civil Procedure Rules relating to disclosure and inspection of documents shall not apply to an application under this Section.
168. Release from duty to submit Statement of Affairs; extension of time(1) The power of the administrative receiver under Section 165(3) (Statement of Company's affairs) to give a release from the obligation imposed by Section 164(1) (Notice requiring Statement of Affairs), or to grant an extension of time, may be exercised at his own discretion, or at the request of any relevant person.(2) A relevant person may, if he requests a release or extension of time and it is refused by the administrative receiver, apply to the Court for it.(3) The Court may, if it thinks that no sufficient cause is shown for the application, dismiss it without a hearing but it shall not do so without giving the relevant person at least five (5) business days' notice, upon receipt of which the relevant person may request the Court to list the application for a without notice hearing. If the application is not dismissed the Court shall fix a venue for it to be heard, and give notice to the relevant person accordingly.(4) The relevant person shall, at least 14 days before the hearing, send to the administrative receiver a notice stating the venue and accompanied by a copy of the application and of any evidence which he (the relevant person) intends to adduce in support of it.(5) The administrative receiver 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 Court's attention.(6) If such a report is filed, a copy of it shall be sent by the administrative receiver to the relevant person, not later than five (5) business days before the hearing.(7) Sealed copies of any order made on the application shall be sent by the Court to the relevant person and the administrative receiver.(8) On any application under this Section the relevant person's costs shall be paid in any event by him and, unless the Court otherwise orders, no allowance towards them shall be made as an expense of the administrative receivership.
169. Expense of Statement of Affairs(1) A relevant person making the Statement of Affairs of the Company or statement of concurrence shall be allowed, and paid by the administrative receiver as an expense of the administrative receivership, any expenses incurred by the relevant person in so doing which the administrative receiver considers reasonable.(2) Any decision by the administrative receiver under this Section is subject to appeal to the Court.(3) Nothing in this Section relieves a relevant person from any obligation with respect to the preparation, verification and submission of the Statement of Affairs, or to the provision of information to the administrative receiver.
170. Power to dispose of charged property(1) Where, on an application by the administrative receiver, the Court is satisfied that the disposal (with or without other assets) of any relevant property which is subject to a security would be likely to promote a more advantageous realisation of the Company's assets than would otherwise be effected, the Court may by order authorise the administrative receiver to dispose of the property as if it were not subject to the security.(2) Subsection (1) does not apply to a security held by the person by whom the administrative receiver was appointed, or any security which has priority over that security interest.(3) It shall be a condition of an order under this Section that —(a) the net proceeds of the disposal; and(b) such sum as may be required to make good the deficiency between the net proceeds of the disposal and the net amount which would be realised on a sale of the property in the open market by a willing vendor,shall be applied towards discharging the sums secured by the security.(4) Where a condition imposed in pursuance of subsection (3) relates to two or more securities, that condition shall require the net proceeds of the disposal and, where subsection (3)(b) applies, the sums mentioned in that subsection to be applied towards discharging the sums secured by those securities in the order of their priorities.(5) If an order is made under this Section, the administrative receiver shall immediately give notice of it to the person who is the secured creditor if such person has not been a party to the proceedings before the Court.(6) The administrative receiver shall send to the Registrar a copy of the order within fourteen (14) days of it being made.(7) If the administrative receiver fails to comply with subsection (6) without reasonable excuse, he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.(8) In this Section, "relevant property" in relation to the administrative receiver, means the property of which he is or, but for the appointment of some other person as the receiver of part of the Company's property, would be the receiver.
171. Meeting of creditors(1) The administrative receiver shall, within three (3) months after his appointment, send to the Registrar, to any liquidator of the Company and to every creditor of the Company (other than an opted-out creditor) of whose claim and address he is aware, a report detailing —(a) the events leading up to his appointment, so far as he is aware of them;(b) the disposal or the proposed disposal by him of any property of the Company and the carrying on or proposed carrying on by him of any business of the Company;(c) the amounts of principal and interest payable to the secured creditors by whom or on whose behalf he was appointed;(d) the amount (if any) likely to be available for the payment of other creditors; and(e) a summary of any Statement of Affairs submitted to him.(2) The administrative receiver shall summon a meeting of creditors of the Company in accordance with Schedule 6 (Meetings and Correspondence) to consider the contents of his report referred to in subsection (1) and such meeting of creditors shall be conducted in accordance with Schedule 6 (Meetings and Correspondence).(3) An administrative receiver who makes default in complying with this Section, without reasonable excuse, commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.(4) Anything which is required or permitted by or under this Part to be done at a meeting of creditors may be done by correspondence between the administrative receiver and creditors —(a) in accordance with these Regulations (including Schedule 6 (Meetings and Correspondence)); and(b) subject to any prescribed condition.(5) A reference in this Part to anything done at a meeting of creditors includes a reference to anything done in the course of correspondence in reliance on subsection (4).(6) A requirement to hold a meeting of creditors is satisfied by conducting correspondence in accordance with subsection (4).