• PART 8 PART 8 CREDITORS' VOTING RIGHTS AND MAJORITIES

    • 26. Creditors' voting rights by correspondence

      (1) A creditor is entitled to vote on a resolution by correspondence only if —
      (a) there has been delivered to the convener —
      (i) in an administration or administrative receivership or under a Deed of Company Arrangement, details; or
      (ii) in a creditors' voluntary winding-up or a compulsory winding-up, a proof,
      of the debt claimed in accordance with paragraph (2), including any calculation for the purposes of paragraphs 28 (Calculation of voting rights) or 29 (Calculation of voting rights: special cases) of Part 8 (Creditors' voting rights and majorities) of this Schedule;
      (b) the details were or proof was delivered to the convener not later than 12.00 noon on the day specified as the deadline for voting; and
      (c) the claim has been admitted for the purposes of entitlement to vote.
      (2) A debt is claimed in accordance with this paragraph if it is claimed as due from the Company to the person seeking to be entitled to vote.
      (3) The details delivered to the convener in an administrative receivership must state —
      (a) the creditors' name and address, and, if a Company, its Company registration number;
      (b) the total amount of the claim as at the date of the appointment of the receiver, less all trade and other discounts available to the Company or which would have been available to the Company but for the appointment, except for any discount for immediate or early settlement;
      (c) whether or not that amount includes outstanding uncapitalised interest;
      (d) particulars of how and when the debt was incurred by the Company;
      (e) particulars of any security held, the date when it was given and the value which the creditor puts upon it;
      (f) details of any reservation of title in relation to goods to which the debt refers; and
      (g) the name, address and authority of the person making out the claim (if other than the creditor).
      (4) The convener may call for any document or other evidence to be produced if the convener thinks it necessary for the purpose of substantiating the whole or any part of a claim.

    • 27. Creditors' voting rights at meetings

      (1) A creditor is entitled to vote at a meeting of creditors only if —
      (a) there has been delivered to the convener —
      (i) in an administration or administrative receivership or under a Deed of Company Arrangement, details; or
      (ii) in a creditors' voluntary winding-up or a compulsory winding-up, a proof,
      of the debt claimed in accordance with sub-paragraph (2), including any calculation for the purposes of paragraphs 28 (Calculation of voting rights) or 29 (Calculation of voting rights: special cases) of Part 8 (Creditors' voting rights and majorities) of this Schedule; and
      (b) the details were or proof was delivered to the convener —
      (i) not later than 12.00 noon on the business day before the day fixed for the meeting; or
      (ii) later than that time but the chairman of the meeting is satisfied that that was due to circumstances beyond that person's control; and
      (c) the claim has been admitted for the purposes of entitlement to vote; and
      (d) there has been delivered to the convener any proxy intended to be used on behalf of that person.
      (2) A debt is claimed in accordance with this paragraph if it is claimed as due from the Company to the person seeking to be entitled to vote.
      (3) The details delivered to the convener in an administrative receivership must state —
      (a) the creditor's name and address, and, if a Company, its Company registration number;
      (b) the total amount of the claim (including any applicable tax) as at the date of the appointment of the receiver, less all trade and other discounts available to the Company, or which would have been available to the Company but for the appointment, except for any discount for immediate or early settlement;
      (c) whether or not that amount includes outstanding uncapitalised interest;
      (d) particulars of how and when the debt was incurred by the Company;
      (e) particulars of any security held, the date when it was given and the value which the creditor puts upon it;
      (f) details of any reservation of title in relation to goods to which the debt refers; and
      (g) the name, address and authority of the person making out the claim (if other than the creditor).
      (4) The chairman of a meeting of creditors may call for any document or other evidence to be produced if the chairman thinks it necessary for the purpose of substantiating the whole or any part of a claim.

    • 28. Calculation of voting rights

      (1) Votes are calculated according to the amount of each creditor's claim —
      (a) in an administration, as at the date on which the Company entered administration, less —
      (i) any payments that have been made to the creditor after that date in respect of the claim; and
      (ii) any adjustment by way of set-off in accordance with paragraph 24 (Administration: mutual dealings and set-off) of Part 3 (Creditors' claims) of Schedule 5 (Proofs and distribution) —
      (aa) as if that paragraph were applied on the date on which the votes are counted if notice of declaration of a dividend has not been delivered under paragraph 36 (Notice of declaration of a dividend) of Part 4 (Distributions to creditors) of Schedule 5 (Proofs and distribution); or
      (bb) which has actually been made in calculating the dividend to be paid to the creditor if notice of declaration of a dividend has been delivered under paragraph 36 (Notice of declaration of a dividend) of Part 4 (Distributions to creditors) of Schedule 5 (Proofs and distribution);
      (b) in an administrative receivership, as at the date of the appointment of the receiver, less any payments that have been made to the creditor after that date in respect of the claim;
      (c) in a creditors' voluntary winding-up or a compulsory winding-up, as set out in the creditor's proof to the extent that it has been admitted; or
      (d) under a Deed of Company Arrangement, as at the date of the relevant meeting or in the case of a resolution by correspondence, as at the deadline specified for voting.
      (2) A creditor may vote in respect of a debt which is for an unliquidated amount or the value of which is not ascertained if the chairman or the Office-holder or Appointed Person, as the case may be, decides to put upon it an estimated minimum value for the purpose of entitlement to vote and admits the claim for that purpose.
      (3) A creditor may not vote in respect of any claim or part of a claim where the claim or part is secured, except where the vote is cast —
      (a) in an administration, in respect of —
      (i) the balance (if any) of the debt after deduction of the value of the security as estimated by the creditor; or
      (ii) the full value of the debt without deduction of the value of the security in a case where the administrator has made a statement under Section 61(6) (Requirement for initial creditors' meeting) and an initial creditors' meeting has been requisitioned under Section 61(7) (Requirement for initial creditors' meeting); or
      (b) in an administrative receivership, a creditors' voluntary winding-up or a compulsory winding-up, in respect of the balance (if any) of the debt after deduction of the value of the security as estimated by the creditor; or
      (c) under a Deed of Company Arrangement where it is so permitted.
      (4) No vote may be cast by virtue of a claim more than once on any resolution.
      (5) Sub-paragraph (4) does not prevent a creditor from —
      (a) voting in respect of less than the full value of an entitlement to vote; or
      (b) casting a vote one way in respect of part of the value of an entitlement and another way in respect of some or all of the balance of that value.

    • 29. Calculation of voting rights: special cases

      (1) In an administration, a creditor under a hire-purchase agreement is entitled to vote in respect of the amount of the debt due and payable by the Company on the date on which the Company entered administration.
      (2) In calculating the amount of any debt for the purpose of sub-paragraph (1), no account is to be taken of any amount attributable to the exercise of any right under the relevant agreement so far as the right has become exercisable solely by virtue of —
      (a) the making of an administration application;
      (b) a notice of intention to appoint an administrator or any matter arising as a consequence of the notice; or
      (c) the Company entering administration.
      (3) 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 antecedently to the Company, as a security in his hands; and
      (b) to estimate the value of the security and, for the purpose of his entitlement to vote (but not for dividend), to deduct it from his claim.

    • 30. Procedure for admitting creditors' claims for voting at meetings

      (1) At a meeting of creditors, the chairman must ascertain entitlement to vote and admit or reject claims accordingly.
      (2) The chairman may admit or reject a claim in whole or in part.
      (3) If the chairman is in any doubt whether a claim should be admitted or rejected, the chairman must mark it as objected to and allow votes to be cast in respect of it, subject to such votes being subsequently declared invalid if the objection to the claim is sustained.

    • 31. Procedure for admitting creditors' claims for voting by correspondence

      (1) Where a matter is being voted on by correspondence the Office-holder or Appointed Person must ascertain entitlement to vote and admit or reject claims accordingly.
      (2) The Office-holder or Appointed Person may admit or reject a claim in whole or in part.
      (3) If the Office-holder or Appointed Person is in any doubt whether a claim should be admitted or rejected, the Office-holder or Appointed Person must mark it as objected to and allow votes to be cast in respect of it, subject to such votes being subsequently declared invalid if the objection to the claim is sustained.

    • 32. Requisite majorities

      (1) Subject to sub-paragraph (2) in the case of a creditors' meeting in administration proceedings or a meeting of creditors under a Deed of Company Arrangement, a resolution is passed by creditors when a majority (in value) of those voting by correspondence or attending and voting at a meeting have voted in favour of it.
      (2) In the case of a creditors' meeting in administration proceedings or a meeting of creditors under a Deed of Company Arrangement, a 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 who are not, to the best of the chairman's belief, Connected Persons of the Company.

    • 33. Appeals against decisions under this Part

      (1) The decision of the Office-holder or Appointed Person (in respect of matters considered by correspondence) or the chairman's decisions (in respect of matters considered at meetings) under this Part are subject to appeal to the Court by any creditor or by a contributory.
      (2) If the chairman's decision or the decision of the Office-holder or Appointed Person is reversed or varied, or votes are declared invalid, the Court may order another meeting to be summoned or make such order as it thinks just.
      (3) An appeal under this paragraph may not be made later than 21 days after the date of the meeting or relevant deadline for voting, as the case may be.
      (4) The chairman is not personally liable for costs incurred by any person in relation to an appeal under this paragraph unless the Court makes an order to that effect.
      (5) The Court's power to make an order under this paragraph is exercisable only if it considers that the circumstances giving rise to the appeal give rise to unfair prejudice or material irregularity.