39. Where sole or final dividend
(1) When the liquidator in a winding-up has realised all the Company's assets or so much of them as can, in the liquidator's opinion, be realised without needlessly prolonging the winding-up, the liquidator must deliver notice as provided for in this Part, either —
(a) of the intention to declare a final dividend; or
(b) that no dividend, or further dividend, will be declared.
(2) The notice must contain all such particulars as are required by this Part and must require claims against the assets to be established by a date set out in the notice.
(3) Where, in an administration or winding-up, it is intended that the distribution is to be a sole or final dividend, after the date specified as the last date for proving in the notice under paragraph 31 (Notice of intention to declare a dividend) of Part 4 (Distributions to creditors) of this Schedule, the Office-holder —
(a) in a winding-up, must defray any outstanding expenses of the winding-up out of the assets;
(b) in an administration, must —
(i) pay any outstanding expenses of a winding-up (including any of the items mentioned in Section 226 (General rule as to priority of expenses) of these Regulations) or provisional winding-up that immediately preceded the administration;
(ii) pay any items payable in accordance with the provisions of Section 143 (Vacation of office: charges and liabilities) of these Regulations;
(iii) pay any amounts (including any debts or liabilities and the administrator's own remuneration and expenses) which would, if the administrator were to cease to be the administrator of the Company, be payable out of the property of which the administrator had custody or control in accordance with the provisions of Section 143 (Vacation of office: charges and liabilities) of these Regulations; and
(c) in a members' voluntary winding-up may, and in every other case must, declare and distribute that dividend without regard to the claim of any person in respect of a debt not already proved.
(4) The Court may, on the application of any person, postpone the date specified in the notice.